Common use of Exhibits and Schedules Clause in Contracts

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated as of March 13, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 3 contracts

Samples: Revolving Credit Agreement (Cleveland-Cliffs Inc.), Credit Agreement (Cleveland-Cliffs Inc.), Assignment and Acceptance Agreement (Cleveland-Cliffs Inc.)

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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Notice Exhibit C-1 Form of Compliance Certificate Exhibit D-1 D Form of Solvency Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit M Form of Borrowing Base Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 2.8(a) Cash Management Banks Schedule P-4 5.4 Locations of Inventory Schedule 5.6(a) States of Organization Schedule 5.6(b) Chief Executive Offices Schedule 5.6(c) XXXXx Schedule 5.7(b) Capitalization of Borrower Schedule 5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 5.13 Environmental Matters Schedule 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 5.20 Credit Card Processors Schedule 3.7 Conditions Subsequent 5.23 Investment Property Schedule 4.1(b) Capitalization of Borrowers 5.24 Intellectual Property Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTLOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13February 20, 20202009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO RETAIL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group Lenders and the Bank Product Providers joint lead arranger (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS CIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arranger, and, on the other hand, GORDMANS, INC., an Ohio a Delaware corporation (“ParentBorrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:

Appears in 3 contracts

Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.), Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency Certificate Imported Goods Agreement Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Art Dispositions Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.14 Leases Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13October 28, 20202010, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.HAMPSHIRE GROUP, an Ohio LIMITED, a Delaware corporation (“Parent”), and HAMPSHIRE DESIGNERS, INC., a Delaware corporation (“Hampshire Designers”), ITEM-EYES, INC., a Delaware corporation (“Item-Eyes”), and XXXXX XXXXX, LLC, a Delaware limited liability company (“Xxxxx Xxxxx”; Hampshire Designers, Item-Eyes and Xxxxx Xxxxx are herein collectively called the “Borrowers” and each individually, a “Borrower”). The parties agree as follows:

Appears in 3 contracts

Samples: Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD), Credit Agreement (Hampshire Group LTD)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Credit Amount Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.1(v) Mortgage Policy Schedule 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13June 30, 20202011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.UNIFY CORPORATION, an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 3 contracts

Samples: Credit Agreement (Daegis Inc.), Credit Agreement (Daegis Inc.), Credit Agreement (Unify Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Revolver Borrowing Base Certificate Exhibit B-2 Form of Floorplan Borrowing Base Certificate Exhibit B-3 Form of Aggregate Borrowing Base Certificate Exhibit B-4 Form of Bank Product Provider Purchase Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Defined Terms Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Existing Hedge Agreements Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.1(e) Fiscal Year Ends Schedule 4.6 Litigation Schedule 4.10 ERISA Matters Schedule 4.11 Environmental Conditions Matters Schedule 4.14(a) Indebtedness Schedule 4.14(b) Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business Schedule 6.10 Transactions with Affiliates THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING This THIRD AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 3, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), BANK OF AMERICA, N.A., XXXXX FARGO BANK, N.A. and CLEVELAND-CLIFFS REGIONS BANK, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), BANK OF AMERICA, X.X. XXXXX FARGO BANK, N.A. and REGIONS BANK, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), BBVA USA, as documentation agent (in such capacity, together with their successors and assigns in such capacity, the “Documentation Agent”), TITAN MACHINERY, INC., an Ohio a Delaware corporation (“ParentBorrower”) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Resigning Agent”). The parties agree as follows:.

Appears in 2 contracts

Samples: Credit Agreement (Titan Machinery Inc.), Credit Agreement (Titan Machinery Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers the Loan Parties Schedule 4.1(c4.6(a) Capitalization States of Borrowers’ Subsidiaries Organization Schedule 4.1(d4.6(b) Subscriptions, Options, Warrants, Calls Chief Executive Offices Schedule 4.6 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 4.25 Immaterial Subsidiaries Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 1318, 20202011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS JDA SOFTWARE GROUP, INC., an Ohio a Delaware corporation (“Parent”Borrower” ). The parties agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Jda Software Group Inc), Credit Agreement (Jda Software Group Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 1.1 Definitions Schedule P-4 Permitted Indebtedness 2.7(a Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5 Locations of Equipment Schedule 4.1(b4.7(a) States of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Borrower Schedule 4.1(c4.8(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.10 Litigation Schedule 4.11 4.14 Environmental Conditions Matters Schedule 5.1 4.15 Intellectual Property Schedule 4.17 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT (this “Agreement”) is dated entered into as of March 13April 29, 20202008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), COMERICA BANK and CLEVELANDKEYBANK NATIONAL ASSOCIATION, as co-CLIFFS INC.documentation agents, an Ohio corporation and SERVICESOURCE INTERNATIONAL, LLC, a Delaware limited liability company (“ParentBorrower”). The parties agree as follows, with reference to the following facts:

Appears in 2 contracts

Samples: Credit Agreement (Servicesource International LLC), Credit Agreement (Servicesource International LLC)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Holders Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Investments Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5(a) Inventory and Equipment Stored with Bailees or Warehousemen Schedule 4.1(b4.5(b) Locations of Inventory and Equipment Schedule 4.7(a) States of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Schedule 4.1(c4.8(c) Capitalization of Borrowers’ Restricted Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.10 Litigation Schedule 4.11 4.13(a) ERISA Plans Schedule 4.14 Environmental Conditions Matters Schedule 5.1 4.17 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 30, 20202004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS ALTRA INDUSTRIAL MOTION, INC., an Ohio a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (Parent and such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Altra Industrial Motion, Inc.), Credit Agreement (Boston Gear LLC)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Exhibit L-1 P-1 Form of LIBOR Notice Schedule 1.1 Definitions Perfection Certificate Schedule A-1 [Reserved] Agent Payment Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 2.12 SOFR Replacement Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.22 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET6.5 Nature of Business [**Exhibit P-1 and the Schedules listed above, other than Schedule 2.12, have been omitted pursuant to Item 601(a)(5) of Regulation S-BASED REVOLVING K.**] CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13September 30, 2020, 2021 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.CVR PARTNERS, an Ohio corporation LP, a Delaware limited partnership (“Parent”), EAST DUBUQUE NITROGEN FERTILIZERS LLC, a Delaware limited liability company (“East Dubuque”), CVR NITROGEN HOLDINGS, LLC, a Delaware limited liability company (“CVR Nitrogen Holdings”), COFFEYVILLE RESOURCES NITROGEN FERTILIZERS, LLC, a Delaware limited liability company (“Coffeyville Resources”), CVR NITROGEN, LP, a Delaware limited partnership (“CVR Nitrogen”; together with Parent, East Dubuque, CVR Nitrogen Holdings, Coffeyville Resources and those additional entities that hereafter become parties hereto as Borrowers, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), and the Subsidiaries of Parent identified on the signature pages hereof as “Guarantors”, and those additional entities that hereafter become parties hereto as Guarantors (each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”). The parties agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (CVR Partners, Lp), Credit Agreement (CVR Energy Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 P-1 Form of Solvency Perfection Certificate Exhibit L-1 Form Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Term Commitments Schedule D-1 Designated Account Schedule E-1 List of LIBOR Notice Certificated Equipment Unperfected on the Closing Date Schedule P-1 Permitted Dispositions Schedule P-2 Permitted Investments Schedule P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Schedule 3.6 Post-Closing Date Schedule 3.7 Conditions Subsequent Items Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.26 Liabilities of Nuverra Rocky Mountain Schedule 4.27 Other Names and Properties Schedule 4.28 Existing Business Relationships Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.14 Locations of Collateral; Chief Executive Offices Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business Schedule 6.16 Burdensome Agreements SECOND LIEN TERM LOAN CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND LIEN TERM LOAN CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13August 7, 20202017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWILMINGTON SAVINGS FUND SOCIETY, N.A.FSB, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS NUVERRA ENVIRONMENTAL SOLUTIONS, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.), Credit Agreement (Nuverra Environmental Solutions, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Agreement Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule C-2 Credit Card Issuers/Credit Card Processors Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures M-1 Management Agreements Schedule P-1 Permitted Investments LiensInvestments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers BorrowerLoan Parties Schedule 4.1(c) Capitalization of BorrowersLoan Parties’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 Litigation 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Conditions Matters Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 4.26 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT6.6 Nature of Business Schedule 1.1 As used in the Agreement, is dated as of March 13, 2020, by and among the lenders identified on following terms shall have the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as followsfollowing definitions:

Appears in 2 contracts

Samples: Credit Agreement (AdvancePierre Foods Holdings, Inc.), Credit Agreement (AdvancePierre Foods Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 X-x Form of Borrowing Base Certificate Request Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 C-l Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Notice of Withdrawal Exhibit L-1 E-1 Form of LIBOR Joinder to Creditor Support Agreement Exhibit F-1 Form of Assignment Notice Schedule 1.1 Definitions A-3 Aircranes Schedule A-1 [Reserved] Schedule C-1 Revolver C-l Commitments Schedule E-1 Existing Hedge Obligations D-l Designated Account Schedule E-2 Existing Letters of Credit Aircraft and Engines owned by Borrower, Evergreen, and Evergreen Equity Schedule E-3 Excluded Subsidiary Indebtedness Addresses of Spare Parts Located in the United States Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 P-l Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Sale-Leaseback Transactions Schedule P-4 Permitted Indebtedness X-x Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent MAE Contracts Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.15 Taxes Schedule 4.21 Defaults under Leases Schedule 4.30 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.13 Chief Restructuring Officer Schedule 5.16 Deposit Accounts ASSET5.14 Chief Executive Offices Schedule 5.24 Post-BASED REVOLVING Closing Obligations Schedule 6.4 Permitted Dispositions Schedule 6.5 Nature of Business SENIOR SECURED SECOND LIEN SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT THIS ASSETSENIOR SECURED SECOND LIEN SUPER-BASED REVOLVING PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13December 8, 20202016 and effective as of November 8, 2016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWILMINGTON SAVINGS FUND SOCIETY, N.A.FSB (“WSFS”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, together with its successors and assigns in such capacity, the “Collateral Agent” and together with the Administrative Agent, the “Agent”), and CLEVELAND-CLIFFS INC.XXXXXXXX INCORPORATED, an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 2 contracts

Samples: Possession Credit Agreement (Erickson Inc.), Credit Agreement

Exhibits and Schedules. Exhibit A-1 A Form of Note Exhibit B Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 C Form of Compliance Certificate Exhibit D-1 D Form of Information Certificate Exhibit E Form of LIBORSOFR Notice Exhibit F Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A Agent’s Account Schedule A-1 [Reserved] B Authorized Persons Schedule C-1 Revolver C Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Loan Parties Schedule 4.1(c) Capitalization of BorrowersLoan Parties’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.22 Location of Inventory Schedule 4.24 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET5.18 Post-BASED REVOLVING Closing Schedule 6.5 Nature of Business Schedule 6.14 Burdensome Agreements DB1/ 117299725.7117299725.11 CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13September 19, 2020, 2017 by and among LIBERTY OILFIELD SERVICES LLC, a DelawareTexas limited liability company (the “Liberty”), LOS ACQUISITION CO I LLC, a Delaware limited liability company (“LOS” and, together with Liberty, each a “Borrower”, and collectively, the “Borrowers”), LIBERTY OILFIELD SERVICES HOLDINGS LLC, a Delaware limited liability company (“Liberty Holdings”), the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), U.S. BANK OF AMERICA, N.A.NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers collateral agent (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Liberty Energy Inc.), Credit Agreement (Liberty Energy Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Credit Amount Certificate Exhibit I-1 Form of IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Certificates, and Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 1316, 20202015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS APPFOLIO, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 2 contracts

Samples: Credit Agreement (Appfolio Inc), Credit Agreement (Appfolio Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] S-1 Specified Account Debtors Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 3.6 ED&F Man Biofuels UCC-1 Financing Statements Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.28 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13December 23, 20202011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.REG SERVICES GROUP, LLC, an Ohio corporation Iowa limited liability company (“ParentREG Services”), and REG MARKETING & LOGISTICS GROUP, LLC, an Iowa limited liability company (“REG Marketing”; together with REG Services, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Renewable Energy Group, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions D Budget Schedule A-1 [Reserved] Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Intentionally Omitted Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Schedule 3.6 Post-Closing Date Schedule 3.7 Conditions Subsequent Items Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.8 Material Adverse Effect Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.24 Location of Equipment Schedule 4.26 Immaterial Subsidiaries Schedule 5.14 List of Chief Executive Offices Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.19 Milestones Schedule 5.16 Deposit Accounts ASSET6.5 Nature of Business DEBTOR-BASED REVOLVING IN-POSSESSION TERM LOAN CREDIT AGREEMENT THIS ASSETDEBTOR-BASED REVOLVING IN-POSSESSION TERM LOAN CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 30, 20202017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWILMINGTON SAVINGS FUND SOCIETY, N.A.FSB, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and CLEVELAND-CLIFFS NUVERRA ENVIRONMENTAL SOLUTIONS, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Nuverra Environmental Solutions, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S Tax Compliance Certificate (Section 16.2(a)(i)) Exhibit T-2 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 1) Exhibit T-3 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 2) Exhibit T-4 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 3) Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Privacy and Information Security Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 1329, 20202018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS ASURE SOFTWARE, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Asure Software Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance A FORM OF NOTE Exhibit B-1 Form of Borrowing Base Certificate B FORM OF JOINDER AGREEMENT Exhibit B-2 Form of Bank Product Provider Agreement C FORM OF REQUEST FOR LOAN Exhibit C-1 Form of Compliance Certificate D FORM OF AVAILABILITY CERTIFICATE Exhibit D-1 Form of Solvency Certificate E FORM OF COMPLIANCE CERTIFICATE Exhibit L-1 Form of LIBOR Notice F FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT Exhibit G FORM OF SUBSIDIARY BORROWER RELEASE Schedule 1.1 Definitions 1.1-A LENDERS AND COMMITMENTS Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions 1.1-B DISQUALIFIED LENDERS Schedule 5.1 Financial Statements, Reports, Certificates INITIAL UNENCUMBERED ASSETS Schedule 5.2 Collateral Reporting 6.3 LIST OF ALL ENCUMBRANCES ON ASSETS Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 6.5 NO MATERIAL CHANGES Schedule 6.7 PENDING LITIGATION Schedule 6.20 ENVIRONMENTAL MATTERS Schedule 6.21(a) PARENT BORROWER SUBSIDIARIES Schedule 6.23 PROPERTY CONDITION; OPTIONS Schedule 8.1 SPECIFIED INDEBTEDNESS Schedule 19 NOTICE ADDRESSES NYDOCS03/1107437.11107437.2 TERM LOAN AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is TERM LOAN AGREEMENT (as amended by that certain First Amendment to Term Loan Agreement and Other Loan Documents dated as of March 13June 18, 20202019) is made as of the 30th day of October, 2018, by and among INDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Parent Borrower”), the lenders identified on the signature pages hereof Subsidiary Borrowers party hereto from time to time, KEYBANK NATIONAL ASSOCIATION (each of such lenders, together with its successors and permitted assignsany successor in interest, is referred “KeyBank”), as an initial Lender, the other lending institutions which are parties to hereinafter this Agreement as a LenderLenders”, as the other lending institutions that term is hereinafter further defined), BANK OF AMERICA, N.A.may become parties hereto pursuant to §18 and KEYBANK NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.with CITIBANK, an Ohio corporation N.A., as Syndication Agent (the ParentSyndication Agent”). The parties agree , CITIBANK, N.A. and KEYBANK CAPITAL MARKETS, as follows:Joint Bookrunners (collectively, “Bookrunners”) and CITIBANK, N.A. and KEYBANK CAPITAL MARKETS, as Joint Lead Arrangers (collectively, “Arrangers”).

Appears in 1 contract

Samples: Term Loan Agreement (Independence Realty Trust, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit Schedule A-1 Agent’s Account Schedule C-1 Commitments Schedule D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Designated Account Schedule P-1 Permitted Liens Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b4.7(a) States of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Schedule 4.1(c4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls 4.14 Environmental Matters Schedule 4.6 Litigation 4.15 Intellectual Property Schedule 4.11 Environmental Conditions 4.17 Deposit Accounts and Securities Accounts Schedule 5.1 4.19 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13December , 20202004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS THE TRIZETTO GROUP, INC., an Ohio a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Trizetto Group Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Term Loan Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 2.8(a) Cash Management Banks Schedule P-4 5.2 Location of Collateral Schedule 5.4 Locations of Inventory Schedule 5.5 Insurance Schedule 5.6(a) States of Organization Schedule 5.6(b) Chief Executive Offices Schedule 5.6(c) XXXXx Schedule 5.7(b) Capitalization of Borrower Schedule 5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 5.13 Environmental Matters Schedule 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 5.20 Credit Card Processors Schedule 3.7 Conditions Subsequent 5.23 Investment Property Schedule 4.1(b) Capitalization of Borrowers 5.24 Intellectual Property Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries 7.10 Investments Schedule 4.1(d) Subscriptions7.11 Transactions with Affiliates LOAN, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT GUARANTY AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTLOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13August 27, 20202013, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders, as that term is hereinafter further defined), BANK OF AMERICACERBERUS BUSINESS FINANCE, N.A.LLC, a Delaware limited liability company (“Cerberus”), as administrative and collateral agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors any successor administrative and assigns in such capacitycollateral agent, the “Agent”)) and, and CLEVELAND-CLIFFS on the other hand, GORDMANS, INC., an Ohio a Delaware corporation (“ParentBorrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:

Appears in 1 contract

Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of SOFR Notice Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures EBITDA Add-backs Schedule P-1 Permitted Investments Schedule P-2 Permitted Joint Ventures Schedule P-3 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.15 Taxes Schedule 4.18 Privacy and Information Security Schedule 4.23 Material Contracts Schedule 4.24 Convertible Notes Documents Schedule 4.26(c) Health Care Matters Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business Schedule 6.13 Permitted Joint Venture Activities LEGAL_US_W # 114834644.8114834644.17 CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 139, 20202017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS SHARECARE, INC., an Ohio a Delaware corporation (“Holdings”), SHARECARE OPERATING COMPANY, INC. (formerly known as Sharecare, Inc.), a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (such Subsidiaries, together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Sharecare, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Products Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Advances Commitments and Term Loan Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Eligible Petroleum Inventory Locations Schedule E-2 Existing Letters of Credit Eligible Carriers Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Certain Account Debtors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7 Material Litigation Schedule 4.11 Environmental Conditions 4.7(b) Litigation Schedule 4.14 Intellectual Property Schedule 4.16 Deposit Accounts and Securities Accounts Schedule 4.18 Material Contracts Schedule 4.20 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Reporting; Compliance Certificate Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business Schedule 7 Fixed Charge Covenant Ratio Testing Trigger AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13January 16, 20202014, by and among DELEK REFINING, INC., a Delaware corporation (“Parent”), DELEK REFINING, LTD., a Texas limited partnership (“Delek Refining” and, together with any other Person that may from time to time become a party hereto as a Borrower, individually each, a “Borrower and collectively, “Borrowers”), the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION and CLEVELANDBANK OF AMERICA, N.A., as Co-CLIFFS INC.Collateral Agents (in such capacity, an Ohio corporation together with their successors and assigns in such capacity, each a “Co-Collateral Agent” and collectively, “Co-Collateral Agents), XXXXX FARGO BANK, NATIONAL ASSOCIATION, MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED, RBC CAPITAL MARKETS (“Parent”the brand name for the capital markets activities of Royal Bank of Canada and its affiliates), and REGIONS BANK, as Joint Lead Arrangers and Joint Bookrunners, BANK OF AMERICA, N.A., as Syndication Agent and ROYAL BANK OF CANADA and REGIONS BANK, as Co-Documentation Agents. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Delek US Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate IC-1 Intercreditor Provisions Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 4.27 Location of Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 5.6 Insurance Schedule 5.14 Chief Executive Offices Schedule 5.16(f) Certain Certificated Units Schedule 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT (as amended through the Amendment No. 6 Effective Date) THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 7, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined); WXXXX FARGO BANK, BANK OF AMERICANATIONAL ASSOCIATION, N.A.a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as co-lead arranger (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Co-Lead Arranger”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a book runner (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Joint Book Runner”); effective as of the Amendment No. 6 Effective Date, WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (any institution serving in such capacity, together with its successors and assigns in such capacity, a “Co-Syndication Agent”); effective as of the Amendment No. 6 Effective Date, East West Bank, a California banking corporation, as Co-Lead Arranger, Joint Book Runner, and CLEVELANDCo-CLIFFS Syndication Agent; PAC-VAN, INC., an Ohio Indiana corporation (“ParentPac-Van”); LONE STAR TANK RENTAL INC., a Delaware corporation (“Lone Star”); effective as of the Amendment No. 2 Effective Date, GFN REALTY COMPANY, LLC, a Delaware limited liability company (“GFNRC”); effective as of the Amendment No. 4 Effective Date, SOUTHERN FRAC, LLC, a Texas limited liability company (“Southern Frac”); and the Affiliates of Pac-Van, Lone Star, GFNRC, and Southern Frac that may become a party hereto from time to time (such Subsidiaries, together with Pac-Van, Lone Star, GFNRC, and Southern Frac, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). This Agreement refers to a Credit Agreement dated as of September 7, 2012, by and among certain Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). Lone Star desires to become a Borrower. The parties (including each Lender party to the Existing Credit Agreement) desire to amend and restate the Existing Credit Agreement as set forth in this Agreement. The parties therefore agree as follows:

Appears in 1 contract

Samples: Credit Agreement (General Finance CORP)

Exhibits and Schedules. Exhibit A-1 1.01A Administrative Questionnaire Exhibit 1.01B Subordination Terms Exhibit 2.02(a) Form of Note Exhibit 2.03 Form of Notice of Advance Exhibit 2.05 Form of Notice of Conversion Exhibit 3.02 Form of Letter of Credit Request Exhibit 7.01(d) Form of Compliance Certificate Exhibit 12.10(c) Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions 6.04 Agreements Schedule A-1 [Reserved] 6.06 Litigation Schedule C-1 Revolver Commitments 6.13 Exceptions to Environmental Matters Schedule E-1 6.16 Subsidiaries Schedule 8.03(b)(i) Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries 8.03(b)(ii) Existing Indebtedness to be Retired Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted 8.04(a) Existing Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b8.05(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING Investments CREDIT AGREEMENT THIS ASSET-BASED REVOLVING This CREDIT AGREEMENT, is AGREEMENT dated as of March 13July 2, 20201997 (this "AGREEMENT") is among COMFORT SYSTEMS USA, by and among INC., a Delaware corporation (the lenders identified "COMPANY"), the Subsidiaries of the Company listed on the signature pages hereof hereto as Guarantors (each of such lenders, together with its successors and permitted assignseach other person who subsequently becomes a Guarantor, is referred to hereinafter as a “Lender”, as that term is hereinafter further definedcollectively the "GUARANTORS"), the banks and other financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other person who becomes a Bank, collectively the "BANKS") and BANK OF AMERICAONE, TEXAS, N.A., individually as administrative a Bank ("BOT") and as agent for each member of the Lender Group and the Bank Product Providers other Banks (in such capacity, capacity together with its successors and assigns in such capacityany other Person who becomes the agent, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”the "AGENT"). The parties agree as follows:Company has requested that the Banks provide the Company with a revolving credit facility, pursuant to which the Banks will commit to make loans of up to $75,000,000.00 including a letter of credit facility not to exceed $5,000,000.00 to the Company for general corporate purposes, including working capital, financing permitted acquisitions and the issuance of letters of credit.

Appears in 1 contract

Samples: Credit Agreement (Comfort Systems Usa Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.2(a) Jurisdictions of Organization Schedule 4.1(b4.2(b) Chief Executive Offices Schedule 4.2(c) Organizational Identification Numbers Schedule 4.2(d) Commercial Tort Claims Schedule 4.3(b)(i) Capitalization of Borrowers Loan Parties Schedule 4.1(c4.3(b)(ii) Rights under Stock of Loan Parties Schedule 4.3(b)(iii) Capitalization of BorrowersForeign Subsidiaries Schedule 4.3(c) Stock of Loan Parties’ Subsidiaries Schedule 4.1(d4.10(a) Subscriptions, Options, Warrants, Calls Plans Schedule 4.6 Litigation 4.10(d) Health Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Deposit Accounts and Securities Accounts Schedule 4.16 Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT6.6 Nature of Business Schedule 1.1 As used in the Agreement, is dated as of March 13, 2020, by and among the lenders identified on following terms shall have the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as followsfollowing definitions:

Appears in 1 contract

Samples: Credit Agreement (Monotype Imaging Holdings Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Borrowers, Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.22 Material Contracts Schedule 4.25 Health Care Proceedings Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business ABL CREDIT AGREEMENT THIS ASSET-BASED REVOLVING ABL CREDIT AGREEMENT, is dated entered into as of March 13October 25, 2020, 2019 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as sole lead arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association as sole book runner (in such capacity, together with their successors and assigns in such capacity, the “Book Runner”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), CROSS COUNTRY HEALTHCARE, INC., an Ohio a Delaware corporation (“Parent”), XXXXX SEARCH, INC., a Delaware corporation (“Xxxxx”), CROSS COUNTRY STAFFING, INC., a Delaware corporation (“Cross Country Staffing”), CROSS COUNTRY SUPPORT SERVICES, LLC, a Delaware limited liability company (“Cross Country Support”), ASSIGNMENT AMERICA, LLC, a Delaware limited liability company (“Assignment America”), TRAVEL STAFF, LLC, a Delaware limited liability company (“Travel Staff”), LOCAL STAFF, LLC, a Delaware limited liability company (“Local Staff”), MEDICAL DOCTOR ASSOCIATES, LLC, a Delaware limited liability company (“Medical Doctor”), OWS, LLC, a Delaware limited liability company (“OWS”), NEW MEDISCAN II, LLC, a California limited liability company (“New Mediscan”), MEDISCAN DIAGNOSTIC SERVICES, LLC, a California limited liability company (“Mediscan Diagnostic”), ADVANTAGE RN, LLC, a Delaware limited liability company (“Advantage RN”), ADVANTAGE RN LOCAL STAFFING, LLC, a Delaware limited liability company (“Advantage RN Local Staffing”), and AMERICAN PERSONNEL, INC., a Massachusetts corporation (“American Personnel” and together with Parent, Xxxxx, Cross Country Staffing, Cross Country Support, Assignment America, Travel Staff, Local Staff, Medical Doctor, OWS, New Mediscan, Mediscan Diagnostic, Advantage RN, Advantage RN Local Staffing and those additional persons that hereafter become parties hereto as Borrowers in accordance with the terms hereof, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), ARNCP, LLC, a Delaware limited liability company (“ARNCP”), MDA HOLDINGS, INC., a Delaware corporation (“MDA Holdings”), CREDENT VERIFICATION AND LICENSING SERVICES, LLC, a Delaware limited liability company (“Credent Verification”), MEDISCAN NURSING STAFFING, LLC, a California limited liability company (“Mediscan Nursing Staffing” and together with ARNCP, MDA Holdings, Credent Verification and those additional persons that hereafter become parties hereto as Guarantors in accordance with the terms hereof, each, a “Guarantor” and individually and collectively, jointly and severally, the “Guarantors”). The parties agree as follows:

Appears in 1 contract

Samples: Abl Credit Agreement (Cross Country Healthcare Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 D-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency Certificate Intercreditor Agreement Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Administrative Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary 1.1 Definitions Schedule 4.3 Governmental Approvals; No Conflicts Schedule 4.5 Properties Schedule 4.6 Disclosed Matters Schedule 4.14 Insurance Schedule 4.15 Capitalization and Subsidiaries; Joint Venture; Partnership Schedule 5.15 Location of Inventory Schedule 5.16 Post-Closing Security Perfection Schedule 6.1 Existing Indebtedness Schedule I-1 Immaterial Subsidiaries 6.2 Existing Liens Schedule J-1 Joint Ventures Schedule P-1 Permitted 6.4 Existing Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.10 Restrictive Agreements CREDIT AGREEMENT (Inventory Facility) THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13October 5, 20202015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and CLEVELANDX.X. XXXXXX SECURITIES LLC, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”) and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and JPMORGAN CHASE BANK, N.A., a national banking association, as co-CLIFFS syndication agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Syndication Agents”), BANK OF AMERICA, N.A., a national banking association, and SUNTRUST BANK, a Georgia banking corporation, as co-documentation agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Documentation Agents”), ANIXTER INC., an Ohio a Delaware corporation (“ParentAnixter”), and each of the Subsidiaries of Anixter identified on the signature pages hereof or otherwise party hereto as a “Borrower,” including, without limitation, each Target that becomes a Domestic Subsidiary effective upon consummation of the HD Supply Acquisition (such Subsidiaries, together with Anixter, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Anixter International Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR LIBORSOFR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness 1.1(b) Designated Account Debtors Schedule I-1 Immaterial 1.1(c) Significant Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1(d) Reliance Account Debtors Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5(a) Real Property Schedule 4.1(b4.5(b) Intellectual Property Schedule 4.6 Disclosed Matters Schedule 4.12 Material Agreements Schedule 4.14 Insurance Schedule 4.15 Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ and Subsidiaries Schedule 4.1(d4.24 Location of Inventory and M&E Schedule 6.1(a)(ii) Subscriptions, Options, Warrants, Calls Existing Indebtedness Schedule 4.6 Litigation 6.1(a)(v) Existing Purchase Money Debt and Finance Lease Obligations Schedule 4.11 Environmental Conditions 6.2 Existing Liens Schedule 5.1 Financial Statements, Reports, Certificates 6.4 Existing Investments Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.10 Existing Restrictions CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, AGREEMENT is dated entered into as of March 13October 30, 20202019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and CLEVELAND-CLIFFS INC.JPMORGAN CHASE BANK, an Ohio N.A., a national banking association, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”) and as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), BANK OF AMERICA, N.A., a national banking association, and BARCLAYS BANK PLC, as syndication agents (in such capacity, together with their successors and assigns in such capacity, each a “Syndication Agent” and together, the “Syndication Agents”), U.S. BANK NATIONAL ASSOCIATION, a national banking association as the documentation agent (in such capacity, together with its successors and assigns in such capacity, the “SyndicationDocumentation Agent”), XXXXXX ALUMINUM CORPORATION, a Delaware corporation (“ParentKAC”), XXXXXX ALUMINUM INVESTMENTS COMPANY, a Delaware corporation (“KAIC”), XXXXXX ALUMINUM FABRICATED PRODUCTS, LLC, a Delaware limited liability company (“KAFP”), XXXXXX ALUMINUM WASHINGTON, LLC, a Delaware limited liability company (“KAW”), XXXXXX ALUMINUM XXXXXXX, LLC (f/k/a Alcoa Xxxxxxx LLC), a Delaware limited liability company (“XX Xxxxxxx”), and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, together with KAC, KAIC, KAFP, and KAW and XX Xxxxxxx, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Kaiser Aluminum Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of US Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit B-3 Form of Canadian Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit L-2 Form of BA Rate Notice Schedule A-1 [Reserved] Agent's Account Schedule A-2 Agent's Canadian Account Schedule A-3 Authorized Persons Schedule C-1 Revolver Commitments Schedule C-2 Remediation Properties Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures P-1 Permitted Dispositions Schedule P-1 P-2 Permitted Indebtedness Schedule P-3 Permitted Investments Schedule P-2 P-4 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) 4.1 Capitalization of Borrowers Schedule 4.1(c) Capitalization of and Borrowers' Subsidiaries Schedule 4.1(d4.5(c) Subscriptions, Options, Warrants, Calls Real Property Schedule 4.6 Litigation 4.5(d) Leases Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Conditions Matters Schedule 4.28(a) Third Party Locations Schedule 4.28(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSETPost-BASED REVOLVING Closing Deliveries Schedule 6.7 Certain Contractual Restrictions AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March 131, 20202013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICAXxxxx Fargo Capital Finance, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), and CLEVELAND-CLIFFS INC.PolyOne Corporation, an Ohio corporation ("Parent"), and the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as borrowers (together with Parent, and certain other subsidiaries of Parent organized under the laws of a jurisdiction in the United States that are or may become party hereto after the date hereof, each individually a "US Borrower" and collectively, "US Borrowers" as hereinafter further defined), PolyOne Canada Inc., a federally incorporated Canadian corporation ("PolyOne Canada", and together with certain other subsidiaries of Parent organized under the laws of a jurisdiction in Canada that are or may become party hereto after the date hereof, each individually a "Canadian Borrower" and collectively, "Canadian Borrowers" as hereinafter further defined and, together with US Borrowers, each individually a "Borrower" and collectively, "Borrowers"), the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as guarantors (each individually a "US Guarantor" and collectively, "US Guarantors" as hereinafter further defined), those subsidiaries of Parent organized under the laws of a jurisdiction in Canada that may become party hereto as guarantors after the date hereof (each individually a "Canadian Guarantor" and collectively, "Canadian Guarantors" as hereinafter further defined, and together with US Guarantors, each individually a "Guarantor" and collectively, "Guarantors" as hereinafter further defined), Bank of America, N.A. and U.S. Bank National Association, each as Syndication Agents, KeyBank National Association and PNC Bank, National Association, each as Documentation Agents, and Xxxxx Fargo Capital Finance, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in their respective capacities as Joint Lead Arrangers and Joint Bookrunners. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Polyone Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Facility Limiter Report Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit M-1 Merger Agreement Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures M-1 Material Contracts Schedule P-1 Permitted Investments Holders Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 3.6(h) Intellectual Property Schedule 4.1(b4.5 Locations of Inventory and Equipment Schedule 4.7(a) Jurisdictions of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Parent, each Borrower and their Subsidiaries Schedule 4.1(c4.8(c) Capitalization of Parent’s and Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.10 Litigation Schedule 4.11 4.13(a) ERISA Plans Schedule 4.13(d) ERISA Exceptions Schedule 4.14 Environmental Conditions Matters Schedule 5.1 4.17 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 5, 20202004, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INCMONOTYPE IMAGING HOLDINGS CORP., an Ohio a Delaware corporation (“Parent”). The parties agree as follows:, IMAGING ACQUISITION CORPORATION, a Delaware corporation (“Newco”), AGFA MONOTYPE CORPORATION, a Delaware corporation (“Monotype”), and INTERNATIONAL TYPEFACE CORPORATION, a New York corporation (“Typeface”).

Appears in 1 contract

Samples: Credit Agreement (Monotype Imaging Holdings Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.25 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13May 15, 20202019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Lead Arranger”), INSTEEL INDUSTRIES, INC., an Ohio a North Carolina corporation (“Parent”). The parties agree , INSTEEL WIRE PRODUCTS COMPANY, a North Carolina corporation (a “Borrower”), and those additional Persons that are joined as follows:a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).

Appears in 1 contract

Samples: Credit Agreement (Insteel Industries Inc)

Exhibits and Schedules. Exhibit A-1 A Form of Assignment and Acceptance Assumption Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 B Form of Compliance Certificate Exhibit D-1 C Form of Solvency Certificate Borrowing Request Exhibit L-1 D Form of LIBOR Notice Transfer Order Letters Exhibit E Form of Aircraft Security Agreement Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver C Commitments Schedule E-1 Existing Hedge Obligations M Xxxxxx 2009 Collateral Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures N New Loan Amount Calculation Schedule P-1 Permitted Liens Schedule P-2 Description of Platform Rig Schedule 5.1 Information regarding Certain Owned Oil and Gas Properties Schedule 5.2(b) Imbalances in Gas Production Schedule 5.4 Federal Tax Identification Numbers Schedule 5.5(b) Capital Stock - Borrower Schedule 5.5(c) Subsidiaries/Organization Schedule 5.7 Litigation Schedule 5.10 ERISA Benefit Plans Schedule 5.11 Environmental Schedule 5.13 Insurance Schedule 5.14 Hedging Agreements Schedule 5.15 Brokerage Fees Schedule 5.17 Production Contracts Schedule 5.18 Operating Costs Schedule 5.20 Material Contracts Schedule 5.22 Certain Marketing Agreements Schedule 5.25 DDAs; Securities Accounts, Commodities Accounts Schedule 5.27 Indebtedness of Borrower and Subsidiaries Schedule 7.1 Permitted Other Indebtedness Schedule 7.12 Permitted Other Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 7.13 Affiliate Transactions LOAN AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, This LOAN AGREEMENT is dated entered into as of March 13June 29, 20202012, by and among the lenders identified on the signature pages hereof XXXXXX ENERGY RESOURCES, INC., a Tennessee corporation (each of such lenders, together with its successors and permitted assigns, is “Borrower”), the financial institutions listed on the signature pages hereof (such financial institutions, together with their respective successors and permitted assigns, are hereinafter referred to hereinafter individually as a “Lender” and collectively as the “Lenders), and APOLLO INVESTMENT CORPORATION, a Maryland corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacitypermitted assigns, “Administrative Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Loan Agreement (Miller Energy Resources, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent Payment Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Eligible Inventory Locations Eligible Real Property Schedule E-3 Schedule E-4 Existing Letters of Credit Foreign Account Debtor Jurisdictions Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Litigation Schedule 4.11 4.7(b) Litigation Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.20 Taxes Schedule 4.24 Union Representation Schedule 4.31(a) Third Party Locations Schedule 4.31(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Schedule 5.21 Collateral Reporting Post-Closing Matters Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 26, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS VOXX ACCESSORIES CORP., a Delaware corporation (“ACC”), VOXX ELECTRONICS CORP., a Delaware corporation (“AEC”), CODE SYSTEMS, INC., a Delaware corporation (“CSI”), INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation (“IAS”), KLIPSCH GROUP, INC., an Ohio Indiana corporation (“Klipsch”), VSM-ROSTRA LLC, a Delaware limited liability company (“VSM”), VOXX DEI LLC, a Delaware limited liability company (“Voxx DEI”) and 11 TRADING COMPANY LLC, a Delaware limited liability company (“11 Trading”, together with ACC, AEC, CSI, IAS, Klipsch, VSM and Voxx DEI are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”) and VOXX INTERNATIONAL CORPORATION, Delaware corporation (“Parent”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (VOXX International Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement [Intentionally Omitted] Exhibit C-1 Form of Compliance Certificate Exhibit Schedule A-1 Agent’s Account Schedule C-1 Commitments Schedule D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Designated Account Schedule P-1 Permitted Affiliate Transactions Schedule P-2 Permitted Holders Schedule P-3 Permitted Liens Schedule R-1 Real Property Collateral Schedule R-2 Space Leases Schedule 1.1 Definitions Schedule A-1 [Reserved] 2.7(a) Concentration Account Bank Schedule C-1 Revolver Commitments 2.7(b) Collection Account Banks Schedule E-1 Existing Hedge Obligations 3.2 Conditions Precedent Schedule E-2 Existing Letters 4.5 Locations of Credit Inventory and Equipment Schedule E-3 Excluded Subsidiary Indebtedness 4.7(a) State of Organization of Parent Schedule I-1 Immaterial 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Number of Parent Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Parent Schedule 4.8(c) States of Organization, Organizational Identification Numbers and Capitalization of Parent’s Subsidiaries Schedule J-1 Joint Ventures 4.10 Litigation Schedule P-1 Permitted Investments 4.14 Environmental Matters Schedule P-2 Permitted Liens 4.15 Intellectual Property Schedule P-3 [Reserved] 4.17 Deposit Accounts and Securities Accounts Schedule P-4 4.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 4.20 Material Contracts Schedule 3.7 Conditions Subsequent 4.21 Suppliers Schedule 4.1(b) Capitalization of Borrowers 4.22 Margin Stock Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries 4.23 Liquor Licenses Schedule 4.1(d) Subscriptions, Options, Warrants, Calls 5.2 Collateral Reporting Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.15 Existing Bailees, Warehousemen and Similar Parties CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13August 5, 20202008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), BUCA FINANCING, LLC, a Florida limited liability company, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS BUCA, INC., an Ohio a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Buca Inc /Mn)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit 3.6 Form of Carrier, Freight Forwarder/Customs Broker Agreement Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.24 Location of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13May 17, 20202013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS MEDICAL ACTION INDUSTRIES INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Medical Action Industries Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 K Form of Solvency Certificate Mortgage Exhibit L-1 Form of LIBOR Notice Exhibit N Form of Master Intercompany Note Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Locations of Collateral Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.3 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 5.6 Litigation Schedule 4.11 Environmental Conditions 5.8(b) Liens Schedule 5.1 Financial Statements, Reports, Certificates 5.8(c) Owned Real Property Schedule 5.2 5.8(d) Leased Real Property (Lessee) Schedule 5.8(e) Leased Real Property (Lessor) Schedule 5.8(f) Existing Investments Schedule 5.10 Insurance Schedule 5.13 Subsidiaries; Other Equity Investments Schedule 5.17 Taxpayer Identification Number Schedule 5.26 Location of Inventory Schedule 6.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.17 Mortgaged Real Property Schedule 7.3 Existing Indebtedness Schedule 7.9 Burdensome Agreements CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13February 19, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Sole Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), SUNTRUST BANK, as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Documentation Agent”), and DIAMOND FOODS, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Diamond Foods Inc)

Exhibits and Schedules. Exhibits A-1 – A-23 Description of Projects Exhibit A-1 B List of Borrowers Exhibit C Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form D Names of Compliance Certificate Operating Tenants Exhibit D-1 Form E Lender Addresses Schedule 1.1(a) Management Agreements Schedule 1.1(b) Existing Property Managers Schedule 2.1 Conditions to Advance of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Loan Proceeds Schedule 1.1 Definitions 4.1 Exceptions to Representations and Warranties Regarding Leases Schedule A-1 [Reserved] 5.1 Organization; Formation Schedule C-1 Revolver Commitments 5.4 Taxes and Assessments Schedule E-1 Existing Hedge Obligations 5.7 Condemnation Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization 5.9 Locations of Borrowers Schedule 4.1(c5.24(a) Capitalization of Borrowers’ Subsidiaries Third Party Payor Programs Schedule 4.1(d5.24(b) SubscriptionsPrimary Licenses Schedule 5.24(c) Governmental Investigations Schedule 5.24(d) Violations, OptionsCharges or Deficiencies Schedule 6.2 Compliance Certificate Schedule 11.19 Allocated Loan Amounts for Projects Schedule 11.37 Post-Closing Obligations and Required Repairs LOAN AGREEMENT This Loan Agreement (including all exhibits and schedules hereto, Warrantsas the same may be amended, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statementsmodified, Reportsor restated from time to time, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, this “Agreement”) is dated entered into as of March 13December 28, 20202017, by and among THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO and each other entity that becomes a borrower hereunder pursuant to the lenders identified on the signature pages terms hereof (each of a “Borrower” and collectively, “Borrowers”), CAPITAL ONE, NATIONAL ASSOCIATION (“CONA”), as administrative agent and collateral agent for Lenders (as defined herein) (in such lenders, capacity and together with its successors and permitted assigns, is referred to hereinafter as a Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”), and CLEVELAND-CLIFFS INC.THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and permitted assigns, an Ohio corporation (each a ParentLender” and collectively, “Lenders”). The parties agree as follows:.

Appears in 1 contract

Samples: Loan Agreement (Healthcare Trust, Inc.)

Exhibits and Schedules. Exhibits Exhibit A-1 A OWC Calculation** Exhibit B Form of Xxxx of Sale** Exhibit C Form of Assignment and Acceptance Assumption Agreement** Exhibit B-1 D Form of Borrowing Base Certificate Assignment of Intellectual Property** Exhibit B-2 E Form of Bank Product Provider Agreement Transition Services Agreement** Exhibit C-1 F Form of Compliance Certificate Escrow Agreement** Exhibit D-1 Form G Forms of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Opinions** Schedules Schedule 1.1 Definitions Acquired Assets Schedule A-1 [Reserved] 1.2 Excluded Assets Schedule C-1 Revolver Commitments 2.1 Assumed Liabilities Schedule E-1 Existing Hedge Obligations 2.2 Excluded Liabilities Schedule E-2 Existing Letters 3.3(a) Estimated OWC** Schedule 3.5 Draft Allocation of Credit Purchase Price** Schedule E-3 Excluded Subsidiary Indebtedness 4.2(g) Employment Agreement** Schedule I-1 Immaterial Subsidiaries 6.3 Purchaser Brokers or Finders** Schedule J-1 Joint Ventures 7.7(c) Tax Matters** Schedule P-1 Permitted Investments 10.4 Consents and Approvals** Schedule P-2 Permitted Liens 12.9 Knowledge of Sellers** Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent 13 Specified KVP Filings** Seller Disclosure Schedules** ** Certain exhibits and schedules to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(bthis Agreement have been omitted from this filing pursuant to Item 601(b)(2) Capitalization of Borrowers Schedule 4.1(c) Capitalization Regulation S-K. The Company will furnish copies of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT any such exhibits or schedules to the Securities and Exchange Commission upon request. ASSET PURCHASE AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, This ASSET PURCHASE AGREEMENT is dated entered into as of March 13June 2, 20202010, by and among the lenders identified on the signature pages hereof Particle Dynamics International, LLC, a Delaware limited liability company (each of such lenders“Purchaser”), Particle Dynamics, Inc., a New York corporation (“PDI”), DrugTech Corporation, a Delaware corporation (“DrugTech,” and, together with its successors and permitted assignsPDI, is referred to hereinafter as a the Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “AgentSellers”), and CLEVELANDK-CLIFFS INC.V Pharmaceutical Company, an Ohio a Delaware corporation and the sole stockholder of each Seller (“ParentKVP,” and, collectively with Purchaser and Sellers, the “Parties”). The parties agree as follows:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Kv Pharmaceutical Co /De/)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency Certificate Intercreditor Agreement Exhibit L-1 Form of LIBOR Notice Exhibit S-1 Form of Subordination Agreement Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule P-1 Permitted Holders Schedule P-2 Permitted Investments Schedule P-3 Permitted Liens Schedule P-4 Permitted Dispositions Schedule P-5 Permitted Joint Ventures Schedule R-1 Real Property Collateral Schedule U-1 Agent’s Account Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of BorrowersLoan Parties’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Warrants and Calls Schedule 4.6 4.6(a) Jurisdictions of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7 Litigation Schedule 4.11 4.11(a) U.S. Employee Benefits Schedule 4.11(b) Canadian Employee Benefits Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.20 Existing Tax Liabilities Schedule 4.24 BB Holdings Schedule 4.29 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 5.5 Taxes Schedule 5.15 Immaterial Locations of Inventory and Equipment Schedule 6.6 Nature of Business SENIOR TERM LOAN CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SENIOR TERM LOAN CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 18, 20202008, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.BUMBLE BEE FOODS, an Ohio corporation LLC, a Delaware limited liability company (“ParentBorrower”) and 3231021 NOVA SCOTIA COMPANY, a Nova Scotia unlimited company (“3231021”). The parties agree as follows:

Appears in 1 contract

Samples: Senior Term Loan Credit Agreement (Bumble Bee Capital Corp.)

Exhibits and Schedules. Exhibit A-1 1.01A Administrative Questionnaire Exhibit 2.02 Form of Note Exhibit 2.03 Form of Notice of Advance Exhibit 2.05 Form of Notice of Conversion Exhibit 3.02 Form of Letters of Credit Request Exhibit 4.01(f)(i) Form of Security Agreement Exhibit 4.01(f)(ii) Form of Pledge Agreement Exhibit 4.01(j)(i) Form of Opinion of Borrower's Counsel - Xxxxxxxxx & Xxxxxxxxx Exhibit 4.01(j)(ii) Form of Opinion of Borrower's Counsel - Xxxxxxxx X. Xxxxxx Exhibit 7.03(n) Preferred Stock Indebtedness Exhibit 11.10(c) Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions 5.04 Agreements Schedule A-1 [Reserved] 5.06 Litigation Schedule C-1 Revolver Commitments 5.13 Exceptions to Environmental Matters Schedule E-1 5.16 Subsidiaries Schedule 6.03 Existing Hedge Obligations Insurance Policies Schedule E-2 6.10 Acquisition Agreements Schedule 6.11 Material Contracts Schedule 6.12 Employee Agreements Schedule 7.03(b) Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted 7.04(a) Existing Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b7.05(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING Investments CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is This Credit Agreement dated as of March 13December ___, 20201997 (this "Agreement") is among GROUP MAINTENANCE AMERICA CORP., by and among a Texas corporation (the lenders identified "Company"), the Subsidiaries of the Company listed on the signature pages hereof hereto as Guarantors (each of such lenders, together with its successors each other Person who subsequently becomes a Guarantor, collectively the "Guarantors"), the banks and permitted assignsother financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other person who becomes a Bank, is referred to hereinafter collectively the "Banks") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, individually as a “Lender”, Bank ("TCB") and as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers other Banks (in such capacity, capacity together with its successors and assigns in such capacityany other Person who becomes the agent, the "Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”"). The parties agree Company, the Agent and certain of the Banks have entered into that one certain Credit Agreement dated May 2, 1997 (as follows:amended the "Prior Credit Agreement"), relating to the extension of a series of loans with a commitment totaling $35,000,000.00 by said Banks to the Company. The Company has now requested the Agent and the Banks to enter into this Credit Agreement and to lend to the Company up to $75,000,000.00. The Agent and the Banks have agreed to do so, subject to the terms and conditions hereof, and, wish to execute this document for the purpose of setting forth their agreement in regard thereto.

Appears in 1 contract

Samples: Credit Agreement (Group Maintenance America Corp)

Exhibits and Schedules. Exhibit A-1 A - Form of Note Exhibit B - Form of Authorization Letter Exhibit C - Form of Monthly Borrowing Base Certificate Exhibit D - [Intentionally Omitted] Exhibit E - Form of Security and Pledge Agreement Exhibit F - Form of Solvency Certificate Exhibit G - Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 H - Form of Compliance Certificate Exhibit D-1 I - Form of Solvency Weekly Collateral Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver 2.01(a) - Lenders and Commitments Schedule E-1 Existing Hedge Obligations 2.17 - Indebtedness to be Refinanced Schedule E-2 Existing Letters of Credit 4.01(b) - Foreign Jurisdictions Schedule E-3 Excluded Subsidiary 5.04 - Litigation Schedule 5.07 - Outstanding Indebtedness Schedule I-1 Immaterial 5.09 - Pension Plans Schedule 5.10 - Subsidiaries and Affiliates; Capitalization Schedule J-1 Joint Ventures 5.11 - Properties Schedule P-1 Permitted Investments 5.14 - Labor and Employment Matters Schedule P-2 Permitted 5.16 - Environmental Matters Schedule 5.19 - Bank Accounts Schedule 7.01 - New Hampshire Transfer Schedule 7.05 - Outstanding Liens Schedule P-3 [Reserved] 7.06 - Transactions with Affiliates Schedule P-4 7.11 - Certain Indebtedness Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING Remain Outstanding CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is AGREEMENT dated as of March 13August 12, 20202002 among Huttig Building Products, by Inc., a Delaware corporation ("HUTTIG"), the domestic subsidiaries of Huttig party hereto (the "DOMESTIC SUBSIDIARIES"), as joint and among several borrowers, the lenders identified on Guarantors from time to time party hereto, the signature pages hereof Lenders from time to time party hereto, X.X. Xxxxxx Business Credit Corp., as Advisor, JPMorgan Chase Bank, as administrative and collateral agent for the Lenders (each of in such lenderscapacities, together with its successors in such capacities, the "AGENT") and permitted assignsas Issuing Bank, is referred to hereinafter as a “Lender”Bank of America, N.A. , as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative syndication agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”the "SYNDICATION AGENT") LaSalle Bank National Association, as a managing agent, General Electric Capital Corporation, as a managing agent (each in such capacity, together with its successors in such capacity, a "MANAGING AGENT"), Transamerica Business Capital Corporation, as co-agent (in such capacity together with its successors in such capacity (the "CO-AGENT"), and CLEVELAND-CLIFFS INCCongress Financial Corporation, as Documentation Agent (in such capacity, together with its successors in such capacity, the "DOCUMENTATION AGENT"; and together with the Syndication Agent, the "OTHER AGENTS")., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Huttig Building Products Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-2 Designated Engines Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 1.1 Definitions Schedule P-4 Permitted Indebtedness 2.6(d) Borrower Representatives Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.6(a) States of Organization Schedule 4.1(b4.6(b) Capitalization of Borrowers Chief Executive Offices Schedule 4.1(c4.6(c) Capitalization of Borrowers’ Subsidiaries Organizational Identification Numbers Schedule 4.1(d4.7(b) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Conditions Matters Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.24 Employee and Labor Matters Schedule 4.27 Locations of Spare Parts Schedule 4.28(d) Locations of Ground Service Equipment Schedule 4.28(e) Locations of Designated Engines Schedule 4.29 Locations of Ineligible Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business Schedule 6.12 Existing Transactions with Affiliates CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 1331, 2020, 2010 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), as co-lead arranger, and CLEVELANDas joint bookrunner, U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as documentation agent, as co-CLIFFS lead arranger, and as joint bookrunner, and ALASKA AIRLINES, INC., an Ohio Alaska corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Alaska Air Group Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 F-1 Form of Solvency Certificate First Out Note Exhibit L-1 Form of Last Out Note Exhibit L-2 Form of LIBOR Notice Schedule A-1 Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule F-1 Foreign Cash Equivalent Jurisdictions Schedule O-1 Oak Hill’s Account Schedule P-1 Permitted Liens Schedule 1.1 Definitions Schedule A-1 [Reserved] 2.7(a) Cash Management Banks Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 3.1(a) Conditions Precedent to Closing Date Schedule 3.7 3.1(b) Conditions Subsequent Schedule 4.1(b4.4 Locations of Inventory, Equipment and Account Records Schedule 4.6(a) Capitalization Jurisdictions of Borrowers Organization Schedule 4.1(c4.6(b) Capitalization of BorrowersChief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7(b) HoldingsSubsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation 4.7(c) Capitalization of Borrower’s Subsidiaries Schedule 4.11 4.13 Environmental Conditions Matters Schedule 5.1 4.14(a) Patents, Trademarks and Copyrights Schedule 4.14(c) Ownership Schedule 4.16 Deposit Accounts and Securities Accounts Schedule 4.18 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13June 10, 2020, 2005 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.SAVVIS COMMUNICATIONS CORPORATION, an Ohio a Missouri corporation (“ParentBorrower”), and SAVVIS, INC. (f/k/a SAVVIS Communications Corporation), a Delaware corporation and sole owner of all of the Stock of Borrower (“Holdings”). Oak Hill (as hereinafter defined) and WFF (as hereinafter defined) have executed four Assignments and Acceptances each dated as of the date hereof (collectively, the “Oak Hill Assignment and Acceptance”) pursuant to which Oak Hill has agreed to purchase on June 13, 2005 from WFF the entire Last Out Revolver Commitment (as hereinafter defined) and all of the then outstanding Last Out Advances (as hereinafter defined) and thereby become the sole Last Out Lender. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (SAVVIS, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Intentionally Omitted Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule A-1 Agent's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 U.K. Designated Account Schedule D-2 U.S. Designated Account Schedule E-1 Eligible Inventory Locations Schedule M-1 Material Contracts Schedule P-1 Permitted Liens Schedule P-2 Permitted Dispositions Schedule P-3 Permitted Acquisition Schedule R-1 Real Property Collateral Schedule 1.1 Definitions Schedule A-1 [Reserved] 2.7(a) Cash Management Banks Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 2.12(g) Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness 3.1 Conditions Precedent Schedule I-1 Immaterial 3.1(i) Collateral Access Agreement Locations Schedule 4.5 Locations of Inventory and Equipment Schedule 4.7(a) Jurisdictions of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Loan Parties Schedule 4.8(c) Capitalization of Loan Parties' Subsidiaries Schedule J-1 Joint Ventures 4.10 Litigation Schedule P-1 Permitted Investments 4.14 Environmental Matters Schedule P-2 Permitted Liens 4.15 Intellectual Property Schedule P-3 [Reserved] 4.17 Deposit Accounts and Securities Accounts Schedule P-4 4.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 4.22 Material Contracts Schedule 3.7 Conditions Subsequent 4.24 Taxes Schedule 4.1(b) Capitalization of Borrowers 4.25 Insurance Schedule 4.1(c) Capitalization of Borrowers’ 4.29 Inactive Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls 5.2 Collateral Reporting Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 5.7 Taxes Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 5.8 Insurance Schedule 6.1(k) Certain Indebtedness Schedule 6.3 Restrictions on Fundamental Changes Schedule 6.6 Nature of Business Schedule 6.7 Prepayments and Amendments CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March 13November 16, 20202007, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), CITICAPITAL COMMERCIAL CORPORATION, as syndication agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Syndication Agent"), TAKE-TWO INTERACTIVE SOFTWARE, INC., a Delaware corporation ("Parent"), and CLEVELAND-CLIFFS INCeach of Parent's domestic Subsidiaries identified on the signature pages hereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "U.S. Borrower", and collectively, jointly and severally, as the "U.S. Borrowers"), TAKE TWO GB LTD., an Ohio corporation a company incorporated under the laws of England and Wales (the "U.K. Borrower", and together with the U.S. Borrowers, each a "Borrower" and collectively, the "Borrowers"), and each of Parent's Subsidiaries identified on the signature pages hereof as a Guarantor (such Subsidiaries are referred to hereinafter each individually as a "Guarantor", and individually and collectively, jointly and severally, as the "Guarantors"). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Take Two Interactive Software Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Agreement Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S. Tax Compliance Certificate Exhibit T-2 Form of U.S. Tax Compliance Certificate Exhibit T-3 Form of U.S. Tax Compliance Certificate Exhibit T-4 Form of U.S. Tax Compliance Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] U-1 Unrestricted Subsidiaries Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 2.11 Existing Letters of Credit Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Parent Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.1 Permitted Indebtedness CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13February 22, 2020, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), FTS INTERNATIONAL SERVICES, LLC, a Texas limited liability company (“OpCo Borrower”), and CLEVELAND-CLIFFS FTS INTERNATIONAL, INC., an Ohio a Delaware corporation (“ParentParent Borrower,” together with the OpCo Borrower and those additional Persons that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (FTS International, Inc.)

Exhibits and Schedules. Exhibit A-1 1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Interim Order Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Intercompany Advances Schedule P-2 Permitted Liens Holders Schedule P-3 [Reserved] Permitted Investments Schedule P-4 Permitted Indebtedness Liens Schedule T-1 Tax Settlement Agreements Schedule T-2 Term Loan Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.21 Leased Real Property Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET6.5 Nature of Business Schedule 6.10 Transactions with Affiliates Schedule 8.21 Sale Transaction Milestones SENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-BASED REVOLVING IN-POSSESSION CREDIT AGREEMENT THIS ASSETSENIOR SECURED, PRIMING AND SUPERPRIORITY DEBTOR-BASED REVOLVING IN-POSSESSION CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 7, 20202018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.PROMISE HEALTHCARE GROUP, an Ohio corporation LLC, a Delaware limited liability company (“Parent”). The parties agree , the Subsidiaries of Parent identified as follows:Guarantors on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”), and the Subsidiaries of Parent identified as Borrowers on the signature pages hereof (such Subsidiaries are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

Appears in 1 contract

Samples: Possession Credit Agreement

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Period Notice Exhibit C-1 Form of Compliance Certificate Exhibit D-1 D Form of Solvency Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit M Form of Borrowing Base Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Eligible Inventory Locations Schedule E-2 Existing Letters of Credit F-1 Freight Forwarders Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures G-1 Common Carriers Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 2.8(a) Cash Management Banks Schedule P-4 5.4 Locations of Inventory Collateral Schedule 5.6(a) States of Organization Schedule 5.6(b) Chief Executive Offices Schedule 5.6(c) XXXXx; Organizational Identification Numbers Schedule 5.7(b) Capitalization of BorrowerCredit Parties Schedule 5.7(c) Capitalization of BorrowerCredit Parties’s Subsidiaries Schedule 5.9 Litigation Schedule 5.13 Environmental Matters5.16 Leases Schedule 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 5.20 Credit Card Processors Schedule 3.7 Conditions Subsequent 5.23 Investment Property Schedule 4.1(b) Capitalization of Borrowers 5.24 Intellectual Property Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries 5.28 Insurance Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTLOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13February 20, 20202009, by and among among, on the one hand, the revolver lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Revolver Lender” and collectively as the “Revolver Lenders”), the term lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Term Lender” and collectively as the “Term Lenders”, as that term is hereinafter further definedand together with the Revolver Lenders, each individually, a “Lender” and collectively, the “Lenders”), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo Retail Finance, LLC), as administrative agent for each member of the Lender Group Lenders and the Bank Product Providers joint lead arranger (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS CIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arrangerWELLS FARGO BANK, NATIONAL ASSOCIATION, as term agent for the Term Lenders (“Term Agent”), and, on the other hand, GORDMANS, INC., an Ohio a Delaware corporation (“ParentBorrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:

Appears in 1 contract

Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent's Account Schedule A-2 Authorized Persons Schedule B-1 BRP/Navistar Project Cap Ex Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Eligible Real Property Collateral Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Mexican Account Debtors Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers' Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.25 Location of Inventory and M&E Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT , is dated entered into as of March 13October 27, 2020, 2020 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION , a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), WXXXX FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as lead arranger (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), WXXXX FARGO BANK, NATIONAL ASSOCIATION , a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the "Book Runner"), CORE MOLDING TECHNOLOGIES, INC. , a Delaware corporation ("CMT"), and CLEVELAND-CLIFFS INC.those additional Persons, an Ohio corporation if any, that are joined as a party hereto by executing the form of Joinder attached hereto as Exhibit J-1 (“Parent”each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers"). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Core Molding Technologies Inc)

Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice Schedule 1.1 Definitions IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 [Reserved] Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness C-2 Competitors Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.13 Material Contracts Schedule 4.14 Permitted Indebtedness Schedule 4.16 Payment of Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 7, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS LIVEVOX HOLDINGS, INC., an Ohio a Delaware corporation (“Parent”), LIVEVOX, INC., a Delaware corporation (“Borrower”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (LiveVox Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of US Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit B-3 Form of Canadian Borrowing Base Certificate Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit L-2 Form of BA Rate Notice Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Agent’s Canadian Account Schedule A-3 Authorized Persons Schedule C-1 Revolver Commitments Schedule C-2 Remediation Properties Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures P-1 Permitted Dispositions Schedule P-1 P-2 Permitted Indebtedness Schedule P-3 Permitted Investments Schedule P-2 P-4 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) 4.1 Capitalization of Borrowers Schedule 4.1(c) Capitalization of and Borrowers’ Subsidiaries Schedule 4.1(d4.5(c) Subscriptions, Options, Warrants, Calls Real Property Schedule 4.6 Litigation 4.5(d) Leases Schedule 4.6(a) States of Organization Schedule 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Conditions Matters Schedule 4.28(a) Third Party Locations Schedule 4.28(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSETPost-BASED REVOLVING Closing Deliveries Schedule 6.7 Certain Contractual Restrictions AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 131, 20202013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXxxxx Fargo Capital Finance, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.PolyOne Corporation, an Ohio corporation (“Parent”), and the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as borrowers (together with Parent, and certain other subsidiaries of Parent organized under the laws of a jurisdiction in the United States that are or may become party hereto after the date hereof, each individually a “US Borrower” and collectively, “US Borrowers” as hereinafter further defined), PolyOne Canada Inc., a federally incorporated Canadian corporation (“PolyOne Canada”, and together with certain other subsidiaries of Parent organized under the laws of a jurisdiction in Canada that are or may become party hereto after the date hereof, each individually a “Canadian Borrower” and collectively, “Canadian Borrowers” as hereinafter further defined and, together with US Borrowers, each individually a “Borrower” and collectively, “Borrowers”), the subsidiaries of Parent organized under the laws of a jurisdiction in the United States party hereto as guarantors (each individually a “US Guarantor” and collectively, “US Guarantors” as hereinafter further defined), those subsidiaries of Parent organized under the laws of a jurisdiction in Canada that may become party hereto as guarantors after the date hereof (each individually a “Canadian Guarantor” and collectively, “Canadian Guarantors” as hereinafter further defined, and together with US Guarantors, each individually a “Guarantor” and collectively, “Guarantors” as hereinafter further defined), Bank of America, N.A. and U.S. Bank National Association, each as Syndication Agents, KeyBank National Association and PNC Bank, National Association, each as Documentation Agents, and Xxxxx Fargo Capital Finance, LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, in their respective capacities as Joint Lead Arrangers and Joint Bookrunners. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Polyone Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7 Litigation Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.27 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING - vi - *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13February 22, 20202012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, and CLEVELAND-CLIFFS INC.GENERAL ELECTRIC CAPITAL CORPORATION, an Ohio a Delaware corporation (“ParentGECC”) in their respective capacities as co-collateral agents for the Lenders (in such capacities, “Co-Collateral Agents”) and FEDERAL SIGNAL CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Federal Signal Corp /De/)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit S-1 Form of Solvency Certificate Schedule A-1 [Reserved] Agent’s Accounts Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 2.11 Existing Letters of Credit Schedule 3.1 Conditions Precedent to Closing Date Initial Extension of Credit Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Chief Executive Offices, Etc. Schedule 4.1(c) Capitalization of Borrowers’ Loan Parties and Subsidiaries Schedule 4.1(d4.2(d) SubscriptionsSubscription, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Employee Benefits Plans Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13October 1, 2020, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INDEPENDENCE CONTRACT DRILLING, INC., an Ohio a Delaware corporation (“Parent”). The parties agree , as follows:lead borrower for the Borrowers referenced below (in such capacity, together with its successors and assigns in such capacity, “Lead Borrower”), PATRIOT SARATOGA MERGER SUB, LLC, Delaware limited liability company (“Merger Sub”), ICD OPERATING LLC, a Delaware limited liability company formerly known as Sidewinder Drilling LLC (“ICD Operating”) and the other Affiliates of Parent party hereto from time to time as borrowers (such Affiliates together with Parent, Merger Sub and ICD Operating, each individually a “Borrower”, and collectively, jointly and severally, “Borrowers”), and each Affiliate of Parent party hereto from time to time as guarantors (each individually a “Guarantor” and collectively, jointly and severally, as “Guarantors”).

Appears in 1 contract

Samples: Credit Agreement (Independence Contract Drilling, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S Tax Compliance Certificate (Section 16.2(a)(i)) Exhibit T-2 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 1) Exhibit T-3 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 2) Exhibit T-4 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) – option 3) Schedule A-1 [Reserved] Agent's Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower's Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.22 Privacy and Information Security Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING THIRD AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March 13December 31, 20202019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), and CLEVELAND-CLIFFS ASURE SOFTWARE, INC., an Ohio a Delaware corporation (“Parent”"Borrower"). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Asure Software Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 Lender's Account Schedule A-2 Authorized Persons Schedule C-1 [Reservedomitted] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Holders Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Survey Exceptions Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5 Locations of Collateral Schedule 4.1(b4.7(a) States of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Schedule 4.1(c4.8(c) Capitalization of Borrowers' Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.10 Litigation Schedule 4.11 4.13 Labor and Employee Matters Schedule 4.14 Environmental Conditions Matters Schedule 5.1 4.15 Intellectual Property Schedule 4.16 Properties Schedule 4.17 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.24 Insurance Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.6 Description of Business Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.17 Holding Company Operations THIS AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT (this "AGREEMENT"), is dated entered into as of March 13July __, 20202007, by and among STEEL PARTNERS II, L.P. (the lenders Lender"), BAIRNCO CORPORATION, a Delaware corporation ("PARENT"), and each of Parent's Subsidiaries identified on the signature pages hereof as a Borrower (each of such lenders, together with its successors and permitted assigns, is Subsidiaries are referred to hereinafter each individually as a “Lender”"BORROWER", and individually and collectively, jointly and severally, as that term is hereinafter further definedthe "BORROWERS"), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (WHX Corp)

Exhibits and Schedules. Exhibits Exhibit A-1 A: Legal Description Exhibit B: Project Budget Exhibit C: Commitment Amounts and Percentage Exhibit D: Qualified Purchase Contracts Exhibit E: Plans and Specifications Exhibit F: Loan Par Value Exhibit G: Request for Continuation or Conversion Exhibit H: Request for Loan Advance Exhibit I: Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters Deposit Letter of Credit Exhibit J: Transfer Authorizer Designation Exhibit K: Anticipated Encumbrances Schedules Schedule E-3 Excluded Subsidiary Indebtedness 6.1: Closing Conditions Schedule I-1 Immaterial Subsidiaries 6.2: Conditions to Loans Schedule J-1 Joint Ventures 6.3: Conditions to Final Loans Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 8.5: Pending Litigation Schedule 4.11 Environmental Conditions 8.10: Organization Chart Schedule 5.1 Financial Statements, Reports, Certificates 8.14: Government Approvals Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 9.5: Insurance Requirements CONSTRUCTION LOAN AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, This CONSTRUCTION LOAN AGREEMENT is dated as of March 1319, 20202007, by and among THE CHALETS AT THE LODGE AT VAIL, LLC, a Colorado limited liability company (the "Borrower"); each of the lenders that is a signatory hereto identified under the caption "LENDERS" on the signature pages hereof hereto (each of such lendersindividually, together with its successors a "Lender" and, collectively, the "Lenders"); and permitted assignsXXXXX FARGO BANK, is referred to hereinafter as NATIONAL ASSOCIATION, a “Lender”national banking association ("Xxxxx Fargo"), as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member contractual representative of the Lender Group Lenders to the extent and in the Bank Product Providers manner provided in Article XIII hereof (in such capacity, together with its successors and assigns in such capacity, “the "Administrative Agent"), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Construction Loan Agreement (Vail Resorts Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base U.S. Tax Compliance Certificate Exhibit B-2 Form of Bank Product Provider Agreement U.S. Tax Compliance Certificate Exhibit B-3 Form of U.S. Tax Compliance Certificate Exhibit B-4 Form of U.S. Tax Compliance Certificate Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit N-1 Form of Notice of Borrowing Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Liens Schedule P-2 Permitted Liens Holders Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date 5.5 Locations of Inventory and Equipment Schedule 3.7 Conditions Subsequent 5.7(a) States of Organization Schedule 4.1(b5.7(b) Chief Executive Offices Schedule 5.7(c) Organizational Identification Numbers Schedule 5.7(d) Commercial Tort Claims Schedule 5.8(c) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d5.8(d) Subscriptions, Options, Warrants, Warrants or Calls Relating to Shares of Borrower’s Subsidiaries’ Capital Stock Schedule 4.6 5.10 Litigation Schedule 4.11 5.14 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Matters Schedule 5.16 Intellectual Property Schedule 5.18 Deposit Accounts ASSET-BASED REVOLVING CREDIT and Securities Accounts Schedule 5.20 Permitted Indebtedness 137020431v13 EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is dated entered into as of March 13, 2020, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation 20 between (“ParentAssignor”) and (“Assignee”). The parties agree as follows:Reference is made to the Agreement described in Annex I hereto (the “Credit Agreement”). All initially capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

Appears in 1 contract

Samples: Loan and Security Agreement (Freshpet, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 G-1 Form of Solvency Certificate Guaranty Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent's Account Schedule A-1 [Reserved] Schedule A-2 Authorized Persons Schedue C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Indebtedness Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Transactions with Affiliates Schedule P-4 Permitted Indebtedness Contingent Obligations Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7 Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.27 Locations of Inventory and Equipment Schedule 4.29 Surety Obligations Schedule 4.30 Restrictive Agreements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, AGREEMENT (this “Agreement”) is dated entered into as of March July 13, 20202011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.together with Xxxxxxx Lynch, an Ohio corporation Pierce, Xxxxxx & Xxxxx Incorporated, a Delaware corporation, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), Bank of America, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. Bank National Association, a national banking association, as documentation agent (the “Documentation Agent”), Boise Cascade, L.L.C., a Delaware limited liability company (“ParentBoise Cascade”), Boise Cascade Building Materials Distribution, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and Boise Cascade Wood Products, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Boise Cascade Holdings, L.L.C.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 1.1 Definitions Schedule P-4 Permitted Indebtedness 1.1(i) Immaterial Subsidiaries Schedule 1.1(ii) Historical EBITDA Schedule 1.1 (iii) Historical Fixed Charges Schedule 1.1(iv) Spin Off Transactions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Loan Parties Schedule 4.1(c) Capitalization of BorrowersLoan Parties’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.13 Restrictions Affecting Subsidiaries CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and CLEVELAND[ ], a [ ], as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), [ ], a [ ], as syndication agent (in such capacity, together with its successors and assigns in such capacity, the “Syndication Agent”), [ ], a [ ], and [ ], a [ ], as co-CLIFFS documentation agents (in such capacity, together with their successors and assigns in such capacity, the “Co-Documentation Agents”), NOMAC DRILLING, L.L.C., an Oklahoma limited liability company (“NOMAC”), PERFORMANCE TECHNOLOGIES, L.L.C., an Oklahoma limited liability company (“PT”), GREAT PLANS OILFIELD RENTAL, L.L.C., an Oklahoma limited liability company (“GPOR”), XXXXXX TRUCKING COMPANY, L.L.C., (“Xxxxxx”), OILFIELD TRUCKING SOLUTIONS, L.L.C., an Oklahoma limited liability company (“OTS”, together with NOMAC, PT, GPOR, Xxxxxx and any other Person that at any time after the date hereof becomes a Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, SEVENTY SEVEN ENERGY, INC., an Ohio Oklahoma corporation (“Parent”), SEVENTY SEVEN OPERATING LLC, an Oklahoma limited liability company (“SSO”), CHESAPEAKE OILFIELD FINANCE, Inc., a Delaware corporation (“COF”), MID-STATES OILFIELD SUPPLY LLC, an Oklahoma limited liability company (“MSOS”), KEYSTONE ROCK & EXCAVATION, L.L.C., an Oklahoma limited liability company (“KRE”), PTL PROP SOLUTIONS, L.L.C., an Oklahoma limited liability company (“PTL Prop”), WESTERN WISCONSIN SAND COMPANY, LLC, an Oklahoma limited liability company (“WWSC”, together with Parent, SSO, XXX, MSOS, KRE, PTL Prop, and any other Person that at any time after the date hereof becomes a Guarantor are referred to hereafter each individually as a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Chesapeake Oilfield Operating LLC)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1Exhibit S-1 Form of Perfection Certificate Form of Solvency Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 P-2Schedule 1.3 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness LiensList of SPE Propcos Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Loan Parties Schedule 4.1(c) Capitalization of BorrowersLoan Parties’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Pension Plans and Multiemployer Plans Schedule 4.11 Environmental Conditions Matters Schedule 4.14(a)Schedule 4.14(b) Permitted Surviving Indebtedness Permitted Indebtedness other than Permitted Surviving Indebtedness Schedule 4.25 Location of Inventory and Equipment Schedule 4.27(a) Material Cedar Creek Acquisition Documents Schedule 4.28 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 5.17 Fiscal Year, Quarter and Month Ending Dates Schedule 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT, is dated entered into as of March April 13, 2020, 2018 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXxxxx Fargo Bank, N.A.National Association, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), Xxxxx Fargo Bank, National Association, a national banking association, and CLEVELAND-CLIFFS INC.Bank of America, an Ohio N.A., a national banking association (“Bank of America”), as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), Xxxxx Fargo Bank, National Association, a national banking association, and Bank of America, as joint book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Book Runners”), Bank of America, as syndication agent (in such capacity, together with their successors and assigns in such capacity, the “Syndication Agent”), BlueLinx Holdings Inc., a Delaware corporation (“Parent”), BlueLinx Corporation, a Georgia corporation (“BlueLinx”), BlueLinx Florida LP, a Florida limited partnership (“BFLP”), Cedar Creek LLC, a Delaware limited liability company (“Cedar Creek LLC”), Cedar Creek Corp., a Delaware corporation (“Cedar Creek Corp.”), Astro Buildings Inc., a Delaware corporation (“Astro Buildings”), Lake States Lumber, Inc., a Minnesota corporation (“Lake States” and, together with Parent, BlueLinx, BFLP, Cedar Creek LLC, Cedar Creek Corp, Astro Buildings and Lake States, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers” as hereinafter further defined) and BlueLinx Florida Holding No. 1 Inc., a Georgia corporation (“BFH1”), BlueLinx Florida Holding No. 2 Inc., a Georgia corporation (“BFH2”), Cedar Creek Holdings Inc., a Delaware corporation as the successor corporation of the Cedar Creek Merger (as hereinafter defined) (“Cedar Creek Holdings”), Panther Merger Sub, Inc., a Delaware corporation (“Panther Merger Sub”), Venture Development and Construction, LLC, an Oklahoma limited liability company (“VDC”), and each of the SPE Propcos (as hereinafter defined) signatory party hereto (and together with XXX0, XXX0, Cedar Creek Holdings, Panther Merger Sub, and VDC, each a “Guarantor” and individually and collectively, jointly and severally, “Guarantors” as hereinafter further defined). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (BlueLinx Holdings Inc.)

Exhibits and Schedules. Exhibit A-1 B-1 Exhibit C-1 Exhibit I-1 Exhibit L-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Budget Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Interim Financing Order Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Schedule P-1 Permitted Investments Schedule P-2 R-1 Schedule 1.1 Schedule 2.7(a) Schedule 3.1 Schedule 4.5 Schedule 4.7(a) Schedule 4.7(b) Schedule 4.7(c) Schedule 4.7(d) Schedule 4.8(b) Schedule 4.8(c) Schedule 4.10 Schedule 4.13 Schedule 4.14 Schedule 4.15 Schedule 4.17 Schedule 4.19 Schedule 5.2 Schedule 5.3 Schedule 6.6 Agent’s Account Commitments Designated Account Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Real Property Collateral Definitions Cash Management Banks Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Locations of Inventory and Equipment States of Organization Chief Executive Offices Organizational Identification Numbers Commercial Tort Claims Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Benefit Plans Environmental Conditions Schedule 5.1 Matters Intellectual Property Deposit Accounts and Securities Accounts Permitted Indebtedness Collateral Reporting Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSETNature of Business DEBTOR-BASED REVOLVING IN-POSSESSION CREDIT AGREEMENT THIS ASSETDEBTOR-BASED REVOLVING IN-POSSESSION CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13January 23, 2020, 2007 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS ENESCO GROUP, INC., an Ohio corporation Illinois corporation, as debtor and debtor-in-possession (“Parent”). The parties agree , ENESCO INTERNATIONAL LTD., a Delaware corporation, as follows:debtor and debtor-in-possession (“EI Borrower”), and XXXXX MANUFACTURING, INC., a California corporation, as debtor and debtor-in-possession (“Xxxxx Borrower”, and together with Parent and EI Borrower, collectively, the “Borrowers” and each, individually, a "Borrower”).

Appears in 1 contract

Samples: Possession Credit Agreement (Enesco Group Inc)

Exhibits and Schedules. Exhibit A-1 A - Form of Assignment and Acceptance Letter of Credit Agreement -- Issuing Bank Exhibit B-1 B - Form of Borrowing Base Certificate Revolving Credit Note Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 C - Form of Compliance Certificate Exhibit D-1 D - Form of Solvency Certificate Opinion Exhibit L-1 E - Form of LIBOR Notice Borrowing, Continuation and Conversion Request Form Exhibit F - Form of Assignment and Assumption Exhibit G - Form of Guaranty Agreement Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 1.02(b) - Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness 2.01 - Commitments Schedule I-1 Immaterial Subsidiaries 7.03 - Litigation and Liabilities Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted 7.10 - Disclosure of Liens other than Excepted Liens Schedule P-3 [Reserved] 7.14 - Listing of Subsidiaries and Partnerships Schedule P-4 Permitted Indebtedness 7.16 - Gas Imbalances Schedule 3.1 Conditions Precedent to Closing Date 7.18 - Environmental Matters Schedule 3.7 Conditions Subsequent 7.21 - Insurance Schedule 4.1(b) Capitalization of Borrowers 7.22 - Credit Agreements, Etc. Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries 9.01 - Debt not reflected in Financial Statements Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 9.05 -.Permitted Investments THIS AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated as of March 13April 1, 20202004, by is among THE HOUSTON EXPLORATION COMPANY, a corporation duly organized and among validly existing under the lenders identified on laws of the signature pages hereof State of Delaware (the "Company"); each of the financial institutions that is now or hereafter becomes a signatory hereto (together with their respective successors or assigns, individually, a "Lender" and, collectively, the "Lenders"); WACHOVIA BANK, NATIONAL ASSOCIATION, Individually, as Issuing Bank and as Administrative Agent for the Lenders (in such lenderslatter capacity, together with its successors in such capacity, the "Administrative Agent"); THE BANK OF NOVA SCOTIA and permitted assigns, is referred to hereinafter as a “Lender”FLEET NATIONAL BANK, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers Co-Syndication Agents (in such capacity, together with its their respective successors and assigns in such capacity, “Agent”collectively the "Syndication Agents"); and BNP PARIBAS and COMERICA BANK, and CLEVELANDas Co-CLIFFS INCDocumentation Agents (in such capacity, together with their successors in such capacity, collectively the "Documentation Agents")., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Houston Exploration Co)

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Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 J-1 Form of Solvency Certificate Joinder Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.20 Material Contracts Schedule 4.25 Location of Books and Records Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business -vi- CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13December 29, 20202017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association (“WFB”), as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), JPMORGAN CHASE BANK, N.A. (“JPM”), XXXXXX XXXXXXX SENIOR FUNDING, INC. (“MSSF”), and CLEVELAND-CLIFFS WFB, as joint lead arrangers (in such capacities, together with their respective successors and assigns in such capacity, individually, each, a “Joint Lead Arranger” and collectively, the “Joint Lead Arrangers”), JPM, MSSF, and WFB, as joint book runners (in such capacities, together with their respective successors and assigns in such capacity, individually, each, a “Joint Book Runner” and collectively, the “Joint Book Runners”), PANDORA MEDIA, INC., an Ohio a Delaware corporation (“ParentPandora”), the Subsidiaries of Pandora identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Pandora, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Pandora Media, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 G-1 Form of Solvency Certificate Guaranty Exhibit L-1 N-1 Form of LIBOR Notice Schedule 1.1 Definitions Promissory Note Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Indebtedness Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Transactions with Affiliates Schedule P-4 Permitted Indebtedness Contingent Obligations Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7 Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.27 Locations of Inventory and Equipment Schedule 4.29 Surety Obligations Schedule 4.30 Restrictive Agreements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 13.1(k) Initial Voting Participants 127044148_2 127255152_10 AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT, AGREEMENT (this “Agreement”) is dated entered into as of March 13May 15, 20202015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.together with BANK OF AMERICA, an Ohio N.A., a national banking association, as joint lead arrangers (the “Lead Arrangers”) and as joint bookrunners (the “Bookrunners”), BANK OF AMERICA, N.A., a national banking association, as syndication agent (the “Syndication Agent”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as documentation agent (the “Documentation Agent”), BOISE CASCADE COMPANY, a Delaware corporation (“ParentBoise Cascade”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). This Agreement refers to a Credit Agreement dated as of July 13, 2011, by and among Borrowers, the Lenders, and the Agent, as administrative agent (that agreement as amended, restated, supplemented, or otherwise modified before the date of this Agreement, the “Existing Credit Agreement”). The parties desire to amend and restate the Existing Credit Agreement as set forth in this Agreement. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (BOISE CASCADE Co)

Exhibits and Schedules. EXHIBITS Exhibit A-1 A Form of Borrowing Base Certificate Exhibit B Form of Assignment and Acceptance Exhibit B-1 C Form of Borrowing Base Certificate Revolving Note Exhibit B-2 D Form of Bank Product Provider Agreement Factoring Documentation Exhibit C-1 E Credit Guidelines Exhibit F Form of Covenant Compliance Certificate Exhibit D-1 Form of Solvency Certificate G Collateral Locations Exhibit L-1 Form of LIBOR Notice H Receivables Collateral; Purchased Accounts Schedule 1.1 Definitions R Lenders and Revolving Credit Commitment Percentages Schedule A-1 [Reserved] 3.2(e) Commercial Tort Claims Schedule C-1 Revolver Commitments 6.1(a) Organization; Qualification Schedule E-1 Existing Hedge Obligations 6.1(c) Borrower's Affiliates Schedule E-2 Existing Letters of Credit 6.1(d) Capitalization Schedule E-3 Excluded Subsidiary Indebtedness 6.2 Defaults Schedule I-1 Immaterial Subsidiaries 6.3 Litigation Schedule J-1 Joint Ventures 6.4 Taxes and Returns Schedule P-1 Permitted Investments Schedule P-2 6.5(a) Permitted Liens Schedule P-3 [Reserved] 6.5(b) Title Schedule P-4 6.5(c) Inventory Schedule 6.5(d) Equipment Schedule 6.5(e) Real Property Schedule 6.5(f) Corporate and Fictitious Names Schedule 6.9 Proprietary Rights Schedule 6.10 Trade Names Schedule 6.11 Employee Relations Schedule 6.13 Bank Accounts Schedule 6.19 Licenses and Permits Schedule 8.8 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT LOAN AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated Dated as of March 13November 21, 20202008 ANCHOR FUNDING SERVICES, by and among LLC, a North Carolina limited liability company (the lenders "Borrower"), each of the financial institutions identified as Lenders on the signature pages hereof hereto (together with each of such lenders, together with its their successors and permitted assigns, is referred to hereinafter collectively as "Lenders" and each individually as a "Lender”, as that term is hereinafter further defined"), BANK OF AMERICAand TEXTRON FINANCIAL CORPORATION, N.A.a Delaware corporation ("Textron"), as administrative agent for each member of acting in the Lender Group manner and to the Bank Product Providers extent described in Article XI (in such capacity, together with its successors and assigns in such capacity, “"Agent"), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Anchor Funding Services, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 1.01 Form of Borrowing Base Certificate Exhibit B-2 1.01A Administrative Questionnaire Exhibit 1.01B Amendment to Subscription Agreement Exhibit 1.01C Florida Real Estate Exhibit 1.01D Subscription Agreement Exhibit 2.02(a) Form of Bank Product Provider Revolving Credit Note Exhibit 2.02(b) Form of Term Note Exhibit 2.02(c) Form of Acquisition Note Exhibit 2.03 Form of Notice of Advance Exhibit 2.05 Form of Notice of Conversion Exhibit 4.01(h)(i) Form of Security Agreement Exhibit C-1 4.01(h)(ii) Form of Compliance Certificate Pledge Agreement Exhibit D-1 4.01(k) Form of Solvency Certificate Opinion of Borrower's Counsel Exhibit L-1 7.03(p) Preferred Stock Indebtedness Exhibit 11.10(c) Form of LIBOR Notice Assignment and Acceptance Schedule 1.1 Definitions 5.04 Agreements Schedule A-1 [Reserved] 5.06 Litigation Schedule C-1 Revolver Commitments 5.13 Exceptions to Environmental Matters Schedule E-1 5.16 Subsidiaries Schedule 6.03 Existing Hedge Obligations Insurance Policies Schedule E-2 7.03(b) Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted 7.04(a) Existing Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b7.05(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING Investments CREDIT AGREEMENT THIS ASSET-BASED REVOLVING This CREDIT AGREEMENT, is AGREEMENT dated as of March 13May 2, 20201997 (this "Agreement") is among GROUP MAINTENANCE AMERICA CORP., by and among a Texas corporation (the lenders identified "Company"), the Subsidiaries of the Company listed on the signature pages hereof hereto as Guarantors (each of such lenders, together with its successors each other person who subsequently becomes a Guarantor, collectively the "Guarantors"), the banks and permitted assignsother financial institutions listed on the signature pages hereto under the caption "Banks" (together with each other person who becomes a Bank, is referred to hereinafter collectively the "Banks") and TEXAS COMMERCE BANK NATIONAL ASSOCIATION, individually as a “Lender”, Bank ("TCB") and as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers other Banks (in such capacity, capacity together with its successors and assigns in such capacityany other Person who becomes the agent, the "Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”"). The parties agree Company has requested that the Banks provide the Company with a credit facility, pursuant to which the Banks will commit to make a revolving credit loan of up to $3,000,000.00 to the Company for use as follows:working capital and in connection with the acquisition of Airtron, Inc., a $20,000,000.00 term loan to finance the acquisition of Airtron, Inc., and a $12,000,000.00 acquisition line of credit to finance the acquisition of stock of Qualified Companies as defined in Section 1.01.

Appears in 1 contract

Samples: Credit Agreement (Group Maintenance America Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures EBITDA for Periods Prior to Closing Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.5 Intellectual Property Schedule 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory and Chief Executive Office Schedule 4.27 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business Schedule 6.10 Transactions With Affiliates CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13August 21, 20202015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS PERNIX THERAPEUTICS HOLDINGS, INC., an Ohio a Maryland corporation (“Parent”), PERNIX THERAPEUTICS, LLC, Louisiana limited liability company (“Therapeutics”), PERNIX SLEEP, INC., a Delaware corporation (“Sleep”), CYPRESS PHARMACEUTICALS, INC., a Mississippi corporation (“Cypress”), GAINE, INC., a Delaware corporation (“Gaine”), RESPICOPEA INC., a Delaware corporation (“Respicopea”), MACOVEN PHARMACEUTICALS, L.L.C., a Louisiana limited liability company (“Macoven”) and HAWTHORN PHARMACEUTICALS, INC., a Mississippi corporation (“Hawthorn”; together with Parent, Therapeutics, Sleep, Cypress, Gaine, Respicopea and Macoven, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Pernix Therapeutics Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent's Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters Locations of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Inventory Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower's Subsidiaries Schedule 4.1(d4.5 Disposition of Assets Schedule 4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Material Litigation Schedule 4.11 4.9 Material Adverse Changes Schedule 4.12 Environmental Conditions Matters Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Designated Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.27 Locations of Inventory and Equipment Schedule 4.32 Intellectual Property Claims Schedule 4.33 Defaults Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13September 23, 20202011, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”)) and collateral agent and sole lead arranger for the Lenders, and CLEVELAND-CLIFFS THQ INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (THQ Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 I-1 Form of Solvency IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Exhibit T-1 Form of U.S Tax Compliance Certificate (Section 16.2(a)(i)) Exhibit T-2 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) — option 1) Exhibit T-3 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) — option 2) Exhibit T-4 Form of U.S Tax Compliance Certificate (Section 16.2(a)(iv) — option 3) Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Privacy and Information Security Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13May 25, 20202017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS ASURE SOFTWARE, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Asure Software Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Real Property Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.26 Material Contracts Schedule 4.27 FCC Licenses and Stations Schedule 4.28 Sharing Arrangements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13May 19, 2020, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS SALEM MEDIA GROUP, INC., an Ohio a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (together with Parent, each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Salem Media Group, Inc. /De/)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR SOFR Notice Schedule 1.1 Definitions A-1 Agent Payment Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-1Schedule E-2 Eligible Inventory LocationsEligible Real Property Schedule E-3Schedule E-4 Existing Letters of Credit CreditForeign Account Debtor Jurisdictions Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 - v - Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Litigation Schedule 4.11 4.7(b) Litigation Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.20 Taxes Schedule 4.24 Union Representation Schedule 4.31(a) Third Party Locations Schedule 4.31(b) Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 5.2Schedule 5.21 Collateral Reporting ReportingPost-Closing Matters Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business DOCPROPERTY "DocID" \* MERGEFORMAT 7221123.9 - vi - SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 26, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS VOXX ACCESSORIES CORP., a Delaware corporation (“ACC”), VOXX ELECTRONICS CORP., a Delaware corporation (“AEC”), CODE SYSTEMS, INC., a Delaware corporation (“CSI”), INVISION AUTOMOTIVE SYSTEMS INC., a Delaware corporation (“IAS”), KLIPSCH GROUP, INC., an Ohio Indiana corporation (“Klipsch”), VSM-ROSTRA LLC, a Delaware limited liability company (“VSM”), VOXX DEI LLC, a Delaware limited liability company (“Voxx DEI”) and 11 TRADING COMPANY LLC, a Delaware limited liability company (“11 Trading”, together with ACC, AEC, CSI, IAS, Klipsch, VSM and Voxx DEI are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”) and VOXX INTERNATIONAL CORPORATION, Delaware corporation (“Parent”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (VOXX International Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Representations and Warranties of Officers Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Certain Liens Existing Prior to Closing Date Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(b) Subscriptions, Options, Warrants, Calls Litigation Schedule 4.6 Litigation 4.10 Benefit Plans Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13October 12, 20202012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS ADVANCED ENERGY INDUSTRIES, INC., an Ohio a Delaware corporation (“Parent”), AE SOLAR ENERGY, INC., an Oregon corporation (“AE Solar”), SEKIDENKO, INC., a Washington corporation (“Sekidenko” and, together with Parent, AE Solar and any other person that may from time to time become a party hereto as a borrower, each individually a “Borrower” and collectively, “Borrowers”, as hereinafter further defined), AEI US SUBSIDIARY, INC., a Delaware corporation (“AEI US”), and AERA CORPORATION, a Texas corporation (“Aera” and, together with AEI US and any other person that may from time to time become a party hereto as a guarantor, each individually a “Guarantor” and collectively “Guarantors, as hereinafter further defined). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Advanced Energy Industries Inc)

Exhibits and Schedules. SECTION REFERENCE ----------------- NUMBER ------ Exhibit A-1 A - Definitions 1.1 Exhibit B - Procedures and Documentation for Warehousing Advances 2.3.2 Exhibit C - Form of Request for Warehousing Advances 2.3.2 Exhibit D - Eligible Loans and Other Assets 2.1.3 Exhibit E - Form of Assignment and Acceptance Agreement 11.3.1 Exhibit B-1 F - Form of Borrowing Base Certificate Lenders' Notes Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 G - Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice H - Commitment Increase Supplement Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver 1 - Lenders and Commitments Schedule E-1 Existing Hedge Obligations 4 - Authorized Representatives 4 Schedule E-2 Existing Letters 6.3 - Litigation Schedule 6.7.1 - Ownership, Subsidiaries and Taxpayer Identification Numbers Schedule 6.14 - Certain Transactions Schedule 6.20 - Servicing Portfolio Schedule 6.21 - Assumed Names Schedule 7.7 - Insurance Schedule 7.12 - Indebtedness of Credit Borrower and its Subsidiaries Schedule E-3 Excluded Subsidiary 7.14.1 - Other Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted 7.14.2 - Other Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING AMENDED AND RESTATED MORTGAGE WAREHOUSING ----------------------------------------- CREDIT AND SECURITY AGREEMENT ----------------------------- THIS ASSET-BASED REVOLVING AMENDED AND RESTATED MORTGAGE WAREHOUSING CREDIT AGREEMENT, AND SECURITY AGREEMENT is dated made and entered into as of March 13the 18th day of March, 20202005, by and among CHARTERMAC MORTGAGE CAPITAL CORPORATION, a Delaware corporation (the lenders identified on the signature pages hereof (each of such lenders"Borrower"), together with its successors and permitted assigns, is referred to hereinafter FLEET NATIONAL BANK as a “Lender”, Lender (as that term is hereinafter further defined), BANK OF AMERICA, N.A., defined in EXHIBIT A) and as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors the "Agent") for itself and assigns in such capacity, “Agent”)the other Lenders, and CLEVELAND-CLIFFS INC.such Lenders. FOR GOOD AND VALUABLE CONSIDERATION, an Ohio corporation (“Parent”). The the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Appears in 1 contract

Samples: Credit and Security Agreement (Chartermac)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit J-1 Form of Joinder Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.10 Transactions with Affiliates CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated entered into as of March 13August 16, 2020, 2017 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole lead arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS INC.assigns in such capacity, an Ohio corporation the “Sole Lead Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”), RNGR ENERGY SERVICES, LLC, a Delaware limited liability company (“Parent”), RANGER ENERGY SERVICES, LLC, a Delaware limited liability company (“Ranger”), TORRENT ENERGY SERVICES, LLC, a Delaware limited liability company (“Torrent”), RANGER ENERGY LEASING, LLC, a Delaware limited liability company (“Leasing”); RANGER ENERGY PROPERTIES, LLC, a Delaware limited liability company (“Properties”); ACADEMY OILFIELD RENTALS, LLC, a Delaware limited liability company (“Academy”); RANGER ENERGY EQUIPMENT, LLC, a Delaware limited liability company (“Equipment”); MALLARD COMPLETIONS, LLC, a Delaware limited liability company (“Mallard”);and those additional entities (the “Additional Borrowers”) that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each of Parent, Ranger, Torrent, Leasing, Properties, Academy, Equipment, Mallard and each Additional Borrower, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Ranger Energy Services, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Hedge Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 G-1 Form of Solvency Certificate Guaranty Exhibit L-1 N-1 Form of LIBOR Notice Schedule 1.1 Definitions Promissory Note Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Term Loan Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Indebtedness Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Transactions with Affiliates Schedule P-4 Permitted Indebtedness Contingent Obligations Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.7 Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.25 Mortgaged Properties Schedule 4.28 Surety Obligations Schedule 4.29 Restrictive Agreements Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 13.1(k) Initial Voting Participants TERM LOAN AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, TERM LOAN AGREEMENT (this “Agreement”) is dated entered into as of March 1330, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAAMERICAN AGCREDIT, N.A.PCA, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC.as sole lead arranger (the “Lead Arranger”), an Ohio BOISE CASCADE COMPANY, a Delaware corporation (“ParentBoise Cascade”), BOISE CASCADE BUILDING MATERIALS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Materials Distribution”), and BOISE CASCADE WOOD PRODUCTS, L.L.C., a Delaware limited liability company (“Boise Wood Products”; together with Boise Cascade and Boise Materials Distribution, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Term Loan Agreement (BOISE CASCADE Co)

Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice Schedule 1.1 Definitions IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 [Reserved] Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness C-2 Competitors Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.13 Material Contracts Schedule 4.14 Permitted Indebtedness Schedule 4.16 Payment of Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business 074658.16087/130783594v.4 CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 7, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS LIVEVOX INTERMEDIATE LLC, a Delaware limited liability company (f/k/a LiveVox Holdings, Inc.) (“Parent”), LIVEVOX, INC., an Ohio a Delaware corporation (“ParentBorrower”), ENGAGE HOLDINGS, LLC, an Ohio limited liability company (“Engage Guarantor”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with Engage Guarantor and LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (LiveVox Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to 1.1 Closing Date Business Plan Schedule 3.7 Conditions Subsequent 2.7(a) Cash Management Banks Schedule 4.1(b5.5 Locations of Inventory and Equipment Schedule 5.7 Chief Executive Office; FEIN Schedule 5.8(b) Capitalization of Borrowers Schedule 4.1(c5.8(c) Capitalization List of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 5.10 Litigation Schedule 4.11 Environmental Conditions 5.13 Benefit Plans Schedule 5.1 Financial Statements, Reports, Certificates 5.16A IP Collateral Schedule 5.2 Collateral Reporting 5.16B Excluded Intellectual Property Schedule 5.16 5.18 Demand Deposit Accounts ASSET-BASED REVOLVING CREDIT Schedule 5.20 Permitted Indebtedness AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13September 20, 20202002, by between and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), FOOTHILL CAPITAL CORPORATION, a California corporation, as that term is hereinafter further definedthe arranger and administrative agent for the Lenders (“Agent”), BANK OF AMERICA, N.A., as administrative the documentation agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, Documentation Agent”)) and, and CLEVELAND-CLIFFS on the other hand, SILICON GRAPHICS, INC., an Ohio a Delaware corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower,” and individually and collectively, jointly and severally, as “Borrowers”). The purpose of this Agreement is to restate the relationship which exists between the parties as established by that certain Loan and Security Agreement, dated as of April 10, 2001 (“Initial Agreement”), as amended by a letter agreement, dated as of May 15, 2001, a letter agreement, dated June 8, 2001, a First Amendment to Loan and Security Agreement, dated as of June 29, 2001, a letter agreement, dated July 25, 2001, a Second Amendment to Loan and Security Agreement, dated as of September 27, 2001, a Third Amendment to Loan and Security Agreement, dated as of November 1, 2001, a Fourth Amendment to Loan and Security Agreement, dated as of November 23, 2001, a Fifth Amendment to Loan and Security Agreement, dated as of February 11, 2002, a Sixth Amendment to Loan and Security Agreement, dated as of April 11, 2002, a Seventh Amendment to Loan and Security Agreement, dated as of May 10, 2002, a letter agreement, dated August 19, 2002, and other Loan Documents. The parties agree as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Silicon Graphics Inc /Ca/)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance A [RESERVED] Exhibit B-1 Form of Borrowing Base Certificate B FORM OF TERM LOAN NOTE Exhibit B-2 Form of Bank Product Provider Agreement C [RESERVED] Exhibit C-1 Form of Compliance Certificate D [RESERVED] Exhibit D-1 Form of Solvency Certificate E [RESERVED] Exhibit L-1 Form of LIBOR Notice F [RESERVED] Exhibit G FORM OF COMPLIANCE CERTIFICATE Exhibit H [RESERVED] Exhibit I FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT Exhibits J FORMS OF U.S. TAX COMPLIANCE CERTIFICATES Schedule 1.1 Definitions LENDERS AND COMMITMENTS Schedule A-1 [Reserved] 4.3 ACCOUNTS Schedule C-1 Revolver Commitments 6.3 TITLE TO PROPERTIES Schedule E-1 Existing Hedge Obligations 6.5 NO MATERIAL CHANGES Schedule E-2 Existing Letters of Credit 6.7 PENDING LITIGATION Schedule E-3 Excluded Subsidiary Indebtedness 6.10 TAX STATUS Schedule I-1 Immaterial Subsidiaries 6.14 CERTAIN TRANSACTIONS Schedule J-1 Joint Ventures 6.20(a) SUBSIDIARIES OF REIT Schedule P-1 Permitted Investments 6.20(b) UNCONSOLIDATED AFFILIATES OF REIT AND ITS SUBSIDIARIES AND DSTs Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 6.24 OTHER DEBT TERM LOAN AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, TERM LOAN AGREEMENT (this “Agreement”) is dated made as of March 13September 28, 20202016, by and among FOUR SPRINGS CAPITAL TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the lenders identified on “Borrower”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred other lending institutions which are parties to hereinafter this Agreement as a LenderLenders”, and the other lending institutions that may become parties hereto as that term is hereinafter further defined)“Lenders” pursuant to §18, BANK OF AMERICA, N.A.KEYBANK NATIONAL ASSOCIATION, as administrative agent Agent for each member of the Lender Group and Lenders (the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS KEYBANC CAPITAL MARKETS INC., an Ohio corporation as Lead Arranger (the ParentArranger”). The parties agree as follows:.

Appears in 1 contract

Samples: Term Loan Agreement (Four Springs Capital Trust)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Permitted Joint Venture Acquisition Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7 Litigation Schedule 4.11 Benefit Plans Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business The registrants agree to furnish supplementally a copy of any omitted exhibit or schedule to the Securities and Exchange Commission upon request. EXIM GUARANTIED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING EXIM GUARANTIED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March August 13, 20202009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INCSTANADYNE INTERMEDIATE HOLDING CORP., an Ohio a Delaware corporation (“Parent”), and STANADYNE CORPORATION, a Delaware corporation (“Borrower”). The parties agree as follows:

Appears in 1 contract

Samples: Guarantied Credit Agreement (Stanadyne Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures M-1 Material Contracts Schedule P-1 Permitted Investments Holders Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to (Closing Date Date) Schedule 3.7 Conditions Subsequent 3.6(b) Intellectual Property Schedule 4.1(b4.3 Locations of Inventory and Equipment Schedule 4.4(a) Jurisdictions of Organization Schedule 4.4(b) Chief Executive Offices Schedule 4.4(c) Organizational Identification Numbers Schedule 4.4(d) Commercial Tort Claims Schedule 4.5(b) Capitalization of Borrowers Parent, each Borrower and their Subsidiaries Schedule 4.1(c4.5(c) Capitalization of Parent’s and Borrowers’ Subsidiaries Schedule 4.1(d4.7 Litigation Schedule 4.10(a) Subscriptions, Options, Warrants, Calls ERISA Plans Schedule 4.6 Litigation 4.10(d) ERISA Exceptions Schedule 4.11 Environmental Conditions Matters Schedule 5.1 4.14 Deposit Accounts and Securities Accounts Schedule 4.16 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13July 30, 20202007, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), and XXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS MONOTYPE IMAGING HOLDINGS INC., an Ohio a Delaware corporation (“Parent”). The parties agree as follows:, IMAGING HOLDINGS CORP., a Delaware corporation (“Imaging Holdings”), MONOTYPE IMAGING INC., a Delaware corporation (“Monotype Imaging”), and INTERNATIONAL TYPEFACE CORPORATION, a New York corporation (“Typeface”).

Appears in 1 contract

Samples: Credit Agreement (Monotype Imaging Holdings Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 E-1 Form of Solvency Certificate Equipment Lease Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent's Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower's Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.10 ERISA Matters Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Locations of Collateral Schedule 4.29 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING FOURTH AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March May 13, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), XXXXX FARGO CAPITAL FINANCE, LLC, as sole lead arranger and sole bookrunner (in such capacity, together with its successors and assigns in such capacity, the "Lead Arranger"), ESSEX HOLDINGS, LLC, a Delaware limited liability company ("Parent"), and CLEVELAND-CLIFFS INCESSEX CRANE RENTAL CORP., an Ohio a Delaware corporation ("Borrower"). This Agreement shall be effective as of the Closing Date (as defined below) upon the satisfaction of the conditions set forth herein; effective on the Closing Date, this Agreement amends, restates, supersedes and replaces in its entirety that certain Third Amended and Restated Credit Agreement dated as of March 15, 2013 (as amended or otherwise modified prior to the date hereof, the "Third Amended Loan Agreement") among Borrower, Parent”), Agent and the financial institutions party thereto as lenders, which itself amended, restated, superseded and replaced in its entirety that certain Second Amended and Restated Loan and Security Agreement dated March 6, 2008 (as amended or otherwise modified prior to the date hereof, the "Second Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders, which itself amended, restated, superseded and replaced in its entirety that certain Amended and Restated Loan and Security Agreement dated February 13, 2007 (as amended or otherwise modified prior to March 6, 2008, the "First Amended Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders and which itself amended, restated, superseded and replaced in its entirety that certain Loan and Security Agreement dated September 22, 2004 (as amended or otherwise modified prior to February 13, 2007, the "Original Loan Agreement") among Borrower, Parent, Agent and the financial institutions party thereto as lenders. Effective on the Closing Date, all Prior Obligations (as defined below) of Borrower owing under the Third Amended Loan Agreement shall continue to exist under, and be evidenced by, this Agreement. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Essex Rental Corp.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Schedule A-1 Agent's Account Schedule A-2 Authorized Persons Schedule C-1 Commitments Schedule D-1 Designated Account Schedule E-1 Eligible Inventory and Equipment Locations Schedule P-1* Permitted Investments Schedule P-2* Permitted Liens Schedule P-3* Permitted Dispositions of Certain Persons, Joint Ventures and Certain Property Schedule P-4* Permitted Scheduled Disposition Schedule R-1* Real Property Collateral Schedule S-1* Significant Subsidiaries Schedule 1.1 Definitions Schedule A-1 [Reserved] 3.1 Conditions Precedent Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters 4.1(b)* List of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures 4.1(c)* Capitalization of Significant Parties and Pledged Persons Schedule P-1 Permitted Investments 4.10* Benefit Plans Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 4.14* Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 4.20* Assets and Liabilities of Parent and American Produce Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization 4.24* Location of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business Exhibit 10.1 CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March 13February 5, 20202013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a lead arranger,MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED,as a lead arranger, COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH,as a lead arranger and XXXXXXX SACHS BANK USA, as a lead arranger(in such capacity, together with their successors and assigns in such capacity, collectively the "Joint Lead Arrangers" and individually a "Joint Lead Arranger"), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as a book runner and MERRILL, LYNCH, XXXXXX, XXXXXX & XXXXX INCORPORATED,as a book runner (in such capacity, together with their successors and assigns in such capacity, collectively the "Joint Book Runners" and individually a "Joint Book Runner"),COÖPERATIEVE CENTRALE RAIFFEISEN – BOERENLEENBANK B.A., "RABOBANK NEDERLAND", NEW YORK BRANCH, as a syndication agent and BANK OF AMERICA, N.A., as a syndication agent (in such capacity, together with their successors and assigns in such capacity, collectively the "Syndication Agents" and individually a "Syndication Agent"), XXXXXXX SACHS BANK USA, as documentation agent(in such capacity, together with its successors and assigns in such capacity, "Documentation Agent"),XXXXXXXX BRANDS INTERNATIONAL, INC., a New Jersey corporation ("Parent"),XXXXXXXX BRANDS L.L.C., a Delaware limited liability company ("Xxxxxxxx Brands"), XXXXXXXX FRESH NORTH AMERICA L.L.C., a Delaware limited liability company ("Xxxxxxxx Fresh"), FRESH INTERNATIONAL CORP., a Delaware corporation ("Fresh International"),FRESH EXPRESS INCORPORATED, a Delaware corporation ("Fresh Express"), BC SYSTEMS, INC., a Delaware corporation ("BC Systems"), VERDELLI FARMS INC., a Pennsylvania corporation("Verdelli"), TRANSFRESH CORPORATION, a Delaware corporation ("Transfresh"),CB CONTAINERS, INC., a Delaware corporation ("CB Containers"), and CLEVELAND-CLIFFS INC.V.F. TRANSPORTATION, an Ohio corporation L.L.C., a Pennsylvania limited liability company (“Parent”"VF Transportation"; together with Xxxxxxxx Brands, Xxxxxxxx Fresh, Fresh International,Fresh Express, BC Systems, Verdelli, Transfreshand CB Containersare referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers"). The parties agree as follows:: Exhibit 10.1

Appears in 1 contract

Samples: Credit Agreement (Chiquita Brands International Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Letter Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Closed Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Parent Obligation to Repurchase or Retire Stock Schedule 4.1(c) Capitalization of Borrowers’ Restricted Subsidiaries of Parent Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Number Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 Environmental Conditions Employee Benefit Plans Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.20 Payment of Taxes Schedule 4.24 Employee and Labor Matters Schedule 4.30 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13June 30, 20202009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders). XXXXX FARGO FOOTHILL, as that term is hereinafter further defined)LLC, BANK OF AMERICA, N.A.a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELANDas co-CLIFFS INC.lead arranger, an Ohio corporation BANK OF AMERICA, N.A. (“BOA”), as co-lead arranger, STOCK BUILDING SUPPLY HOLDINGS II, LLC, a Delaware limited liability company (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof (such Subsidiaries, together with each other Subsidiary that becomes a party hereto after the date hereof in accordance with the terms hereof, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Stock Building Supply Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent's Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 2.7(a) Cash Management Banks Schedule 5.5 Locations of Inventory and Equipment Schedule 5.7 Chief Executive Office; FEIN Schedule 5.8(b) Capitalization of Borrower Schedule 5.8(c) Capitalization of Borrower's Subsidiaries Schedule 5.9 Governmental Consents Schedule 5.10 Litigation Schedule 5.14 Environmental Matters Schedule 5.16 Intellectual Property Schedule 5.17 Tower Leases and Key Leases Schedule 5.18 Demand Deposit Accounts Schedule 5.20 Permitted Indebtedness Schedule 3.1 Conditions Precedent 5.21 Licenses Schedule 5.27 Signal Carriage Schedule 5.23 LMAs Schedule 7.14 Transactions with Affiliates SCHEDULE A-1 AGENT'S ACCOUNT An account at a bank designated by Agent from time to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated time as of March 13, 2020, by and among the lenders identified on account into which Borrower shall make all payments to Agent for the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member benefit of the Lender Group and into which the Bank Product Providers (in such capacityLender Group shall make all payments to Agent under this Agreement and the other Loan Documents; unless and until Agent notifies Borrower and the Lender Group to the contrary, together Agent's Account shall be that certain deposit account bearing account number 323-266193 and maintained by Agent with its successors and assigns in such capacityJPMorgan Chase Bank, “Agent”)4 Xxx Xxxx Xxxxx, and CLEVELAND-CLIFFS INC00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, ABA #000000000., an Ohio corporation (“Parent”). The parties agree as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Acme Communications Inc)

Exhibits and Schedules. EXHIBITS Exhibit A-1 2.9 - Form of Assignment Letter of Credit and Acceptance Security Agreement Exhibit B-1 5.5(b) - Financial Projections Exhibit 8.1(i) - Form of Borrowing Base Officers' Certificate Exhibit B-2 15.3 - Form of Bank Product Provider Agreement Exhibit C-1 Form Commitment Transfer Supplement SCHEDULES Schedule 1.2 - Permitted Encumbrances Schedule 4.5 - Locations of Equipment and Inventory Schedule 4.15(c) - Location of Borrowers' Executive Offices Schedule 4.20 - Financing Statements Schedule 5.2(a) - Formation and Qualification Schedule 5.2(b) - Subsidiaries Schedule 5.4 - Federal Tax Identification Numbers Schedule 5.6 - Corporate Names Schedule 5.8(b) - Pending Litigation Schedule 5.8(d) - Multiemployer Plans Schedule 5.9 - Licenses, Trademarks, Patents, Copyrights, Source Code Escrow Agreements Schedule 5.10 - Licenses and Permits Schedule 5.14 - Labor Disputes Schedule 7.3 - Guarantees Schedule 8.1(y) - Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED SECOND AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is Amended and Restated Revolving Credit and Security Agreement dated as of March 13October 15, 20201997 between, by and among the lenders identified on the signature pages hereof WINCUP HOLDINGS, INC. (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined"Wincup"), BANK OF AMERICASP ACQUISITION CO. ("Acquisition"), STYROCHEM INTERNATIONAL, INC. ("StyroChem") and RADNOR HOLDINGS CORPORATION ("Radnor") (Wincup, Acquisition, StyroChem and Radnor each, a "Borrower" and jointly and severally, the "Borrowers"), BNY FINANCIAL CORPORATION ("BNYFC"),a corporation organized under the laws of the State of New York, NATIONSBANK, N.A., a national banking association ("Nationsbank") and each of the other financial institutions which are and such financial institutions which become a party hereto pursuant to Section 15.3 (BNYFC, Nationsbank and such other financial institutions, collectively, the "Lenders" and individually a "Lender") and BNYFC, as administrative and collateral agent for each member of the Lender Group and the Bank Product Providers Lenders (BNYFC, in such capacity, together with its successors and assigns in such capacity, “the "Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”"). The parties B A C K G R O U N D ------------------- Holdings, Wincup, Wincup Holdings, L.P., Acquisition, Styrochem and Radnor entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as of December 5, 1996 (as same may have been amended, modified or supplemented, the "Existing Loan Agreement"). By execution of this Agreement, Wincup, Acquisition, Styrochem, Radnor, Agent and Lenders wish to amend and restate the Existing Loan Agreement on the terms and conditions hereinafter set forth. IN CONSIDERATION of the mutual covenants and undertakings herein contained, Wincup, Acquisition, StyroChem, Radnor, Agent and Lenders hereby agree as follows:

Appears in 1 contract

Samples: Credit and Security Agreement (Styrochem International Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Credit Amount Certificate Exhibit I-1 Form of IP Reporting Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness D-1 Designated Account Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March May 13, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS CALLIDUS SOFTWARE INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Callidus Software Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13April 1, 20202014, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAWXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as lead arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Lead Arranger”), WXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), POWER SOLUTIONS INTERNATIONAL, INC., an Ohio a Delaware corporation (“Parent”). The parties agree , PROFESSIONAL POWER PRODUCTS, INC., an Illinois corporation (“PPPI”), and the other Persons from time to time party hereto as follows:borrowers (such Persons together with Parent and PPPI, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”).

Appears in 1 contract

Samples: Credit Agreement (Power Solutions International, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Notice of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Exhibit P-1 Form of Perfection Certificate Exhibit Q Form of Guarantee Exhibit R Form of Closing Date Intercreditor Agreement Exhibit S Form of Intellectual Property Security Agreements Exhibit T Form of Intercompany Subordination Agreement Schedule A-1 Agent’s Account Schedule C-1 Commitments Schedule D-1 Designated Accounts Schedule P-1 Permitted Dispositions Schedule 1.1 Definitions Schedule A-1 [Reserved] Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.5 Intellectual Property Schedule 4.6(b) Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.15 Tax Related Proceedings Schedule 4.26 Regulatory Disclosure Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET5.19 Post-BASED REVOLVING Closing Obligations CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 1320, 20202019, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A.Cantor Xxxxxxxxxx Securities, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”)) and Egalet Corporation, and CLEVELAND-CLIFFS INC., an Ohio a Delaware corporation (the ParentBorrower”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Egalet Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Eligible Inventory Locations Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.6(b) Litigation Schedule 4.10 Benefit Plans Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.24 Location of Inventory Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13October 31, 20202012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS MODUSLINK GLOBAL SOLUTIONS, INC., an Ohio a Delaware corporation (“ParentModusLink Global”), MODUSLINK CORPORATION, a Delaware corporation (“ModusLink”), and MODUSLINK PTS, INC., a Delaware corporation (“ModusLink PTS”, together with ModusLink Global and ModusLink, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (ModusLink Global Solutions Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent’s Accounts Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness D-1 Designated Accounts Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Investment Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date 5.4 List of Vehicles Schedule 3.7 Conditions Subsequent 5.5 Locations of Inventory and Equipment Schedule 4.1(b5.7(a) States of Organization Schedule 5.7(b) Chief Executive Office Schedule 5.7(c) FXXXX Schedule 5.7(d) Commercial Tort Claims Schedule 5.8(b) Capitalization of Borrowers Companies Schedule 4.1(c5.8(c) Capitalization of Borrowers’ Parent’s Subsidiaries Schedule 4.1(d5.8(d) Subscriptions, Options, Warrants, Warrants or Calls Schedule 4.6 5.10 Litigation Schedule 4.11 5.14 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Matters Schedule 5.16 Intellectual Property Schedule 5.18 Deposit Accounts ASSET-BASED REVOLVING CREDIT and Securities Accounts Schedule 5.20 Permitted Indebtedness Schedule 7.13 Transactions with Affiliates AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13June 29, 20202007, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), WXXXX FARGO FOOTHILL, INC., a California corporation, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as the arranger and administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”)) and as UK Security Trustee, and CLEVELAND-CLIFFS and, on the other hand, MIDWAY HOME ENTERTAINMENT INC., an Ohio a Delaware corporation (“Midway”), MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company (“MAG”; Midway and MAG are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”), MIDWAY GAMES INC., a Delaware corporation (“Parent”). The parties agree , MIDWAY GAMES WEST INC., a California corporation (“MGW”), MIDWAY INTERACTIVE INC., a Delaware corporation (“MI”), MIDWAY SALES COMPANY, LLC, a Delaware limited liability company (“MSC”), and MIDWAY HOME STUDIOS INC., a Delaware corporation (“MHS”), SURREAL SOFTWARE INC., a Washington corporation (“Surreal”), MIDWAY STUDIOS — AUSTIN INC., a Texas corporation (“MSA”), MIDWAY STUDIOS — LOS ANGELES INC., a California corporation (“MSLA”; Parent, MGW, MI, MSC, MHS, Surreal, MSA and MSLA, together with any Target acquired by a Borrower in connection with a Permitted Acquisition, are referred to hereinafter each individually as follows:a “U.S. Credit Party” and individually and collectively, jointly and severally, as the “U.S. Credit Parties”).

Appears in 1 contract

Samples: Loan and Security Agreement (Midway Games Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters Location of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Inventory and Farm Products Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.3 Governmental Consents Schedule 4.6 Litigation Schedule 4.10 Employee Benefits Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 4.23 Location of Inventory and Farm Products Schedule 4.26 Material Contracts Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 18, 20202015, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the sole arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Arranger”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as the sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Book Runner”), INVENTURE FOODS, INC., an Ohio a Delaware corporation (the ParentParent Borrower”), and the Subsidiaries of the Parent Borrower identified on the signature pages hereof (such Subsidiaries, together with the Parent Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Inventure Foods, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Seasonal Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Period Notice Exhibit C-1 Form of Compliance Certificate Exhibit D-1 D Form of Solvency Certificate DDA Notification Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit M Form of Borrowing Base Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures F-1 Freight Forwarders Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 2.8(a) Cash Management Banks Schedule P-4 5.4 Locations of Inventory Schedule 5.6(a) States of Organization Schedule 5.6(b) Chief Executive Offices Schedule 5.6(c) XXXXx Schedule 5.7(b) Capitalization of Borrower Schedule 5.7(c) Capitalization of Borrower’s Subsidiaries Schedule 5.9 Litigation Schedule 5.13 Environmental Matters Schedule 5.17 Deposit Accounts Schedule 5.19 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date 5.20 Credit Card Processors Schedule 3.7 Conditions Subsequent 5.23 Investment Property Schedule 4.1(b) Capitalization of Borrowers 5.24 Intellectual Property Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 6.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT 7.10 Investments Schedule 7.11 Transactions with Affiliates LOAN, GUARANTY AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTLOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”), is dated entered into as of March 13February 20, 20202009, by and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION (successor by merger to Xxxxx Fargo Retail Finance, LLC), as administrative agent for each member of the Lender Group Lenders and the Bank Product Providers joint lead arranger (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS CIT CAPITAL SECURITIES LLC, a Delaware limited liability company, as syndication agent and as joint lead arranger, and, on the other hand, GORDMANS, INC., an Ohio a Delaware corporation (“ParentBorrower”) and the Guarantors identified on the signature pages hereof (together with Borrower, the “Credit Parties” and each individually as a “Credit Party”). The parties agree as follows:

Appears in 1 contract

Samples: Loan, Guaranty and Security Agreement (Gordmans Stores, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Schedule A-1 [Reserved] Agent's Accounts Schedule C-1 Revolver Commitments Schedule D-1 Designated Accounts Schedule E-1 Existing Hedge Obligations Eligible Inventory Locations Schedule E-2 Existing Letters of Credit Eligible Equipment Locations (Eligible Capex Equipment) Schedule E-3 Excluded Subsidiary Indebtedness Eligible Equipment Locations (Eligible Fixed Asset Equipment) Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures R-1 Real Property Collateral Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 2.8(a) Cash Management Banks Schedule P-4 5.5 Locations of Inventory and Equipment Schedule 5.7 Chief Executive Office; FEIN Schedule 5.8(b) Capitalization of Companies Schedule 5.10 Litigation Schedule 5.13 Employee Benefits Schedule 5.14 Environmental Matters Schedule 5.16 Intellectual Property Schedule 5.18 Demand Deposit Accounts Schedule 5.20 Permitted Indebtedness Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of 14.1 Proposed Assignees Requiring Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT ' Consent THIS LOAN AND SECURITY AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT(this "Agreement"), is dated entered into as of March 13December 11, 20202002, by between and among among, on the one hand, the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), CONGRESS FINANCIAL CORPORATION (SOUTHERN), a Georgia corporation, as documentation agent for the Lenders ("Documentation Agent"), and FOOTHILL CAPITAL CORPORATION, a California corporation, as the arranger and administrative agent for the Lenders ("Agent"), and, on the other hand, ALPINE HOLDCO INC., a Delaware corporation ("Parent"), DNE TECHNOLOGIES, INC., a Delaware corporation ("Technologies"), DNE MANUFACTURING AND SERVICE COMPANY, a Delaware corporation ("Manufacturing"), ESSEX ELECTRIC INC., a Delaware corporation ("Electric"; Parent, Technologies, Manufacturing and Electric are referred to hereinafter each individually as a "Borrower", and individually and collectively, jointly and severally, as the "Borrowers") and DNE SYSTEMS, INC., a Delaware corporation ("Systems"; Systems is also referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS INC., an Ohio corporation (“Parent”"Credit Party"). The parties agree as follows:

Appears in 1 contract

Samples: Loan and Security Agreement (Alpine Group Inc /De/)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit U-1 Form of Security Agreement Schedule A-1 [Reserved] Agent’s Account Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness D-1 Designated Account Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures N-1 Non-Loan Party Subsidiaries Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Schedule P-4 Permitted Indebtedness S-1 Significant Subsidiaries Schedule 1.1 Definitions Schedule 2.7(a) Cash Management Banks Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent 4.5 Locations of Inventory and Equipment Schedule 4.1(b4.7(a) States of Organization Schedule 4.7(b) Chief Executive Offices Schedule 4.7(c) Organizational Identification Numbers Schedule 4.7(d) Commercial Tort Claims Schedule 4.8(b) Capitalization of Borrowers Schedule 4.1(c4.8(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 4.10 Litigation Schedule 4.11 4.14 Environmental Conditions Matters Schedule 5.1 4.15 Intellectual Property Schedule 4.17 Deposit Accounts and Securities Accounts Schedule 4.19 Permitted Indebtedness Schedule 5.2 Collateral Reporting Schedule 5.3 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting 6.12 Investments Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.13 Transactions with Affiliates CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13August 19, 2020, 2005 by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders), and ABLECO FINANCE LLC, a Delaware limited liability company, as that term is hereinafter further defined)the arranger, BANK OF AMERICA, N.A., as administrative agent for each member of the Lenders and collateral agent for the Lender Group and the Bank Product Providers (in such capacitycapacities, together with its successors and assigns in such capacitycapacities, the “Agent”), and CLEVELAND-CLIFFS INC.SITEL CORPORATION, an Ohio a Minnesota corporation (“Parent”), and each of Parent’s Subsidiaries identified on the signature pages hereof and that from time to time become parties to this Agreement (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and collectively, as the “Borrowers”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Sitel Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] 1.1 Definitions Schedule P-4 Permitted Indebtedness 1.1(i) Immaterial Subsidiaries Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Loan Parties and Subsidiaries Schedule 4.1(c) Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions 4.14 Specified Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.1 Permitted Indebtedness AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13August 1, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent and collateral agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and CLEVELANDBANK OF AMERICA, N.A., a national banking association, as joint lead arrangers and joint lead book runners (in such capacity, together with their successors and assigns in such capacity, the “Joint Lead Arrangers”), XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, and BANK OF AMERICA, N.A., a national banking association, as co-CLIFFS documentation agents (in such capacities, the “Co-Documentation Agents”), NOMAC DRILLING, L.L.C., an Oklahoma limited liability company (“Nomac”), PERFORMANCE TECHNOLOGIES, L.L.C., an Oklahoma limited liability company (“PTL”), GREAT PLAINS OILFIELD RENTAL, L.L.C., an Oklahoma limited liability company (“GPOR” and, together with Nomac, PTL and any other Person that at any time after the date hereof becomes a Borrower, are referred to hereinafter each individually as a “Borrower”, and individually and collectively, jointly and severally, as the “Borrowers”, as hereinafter further defined), SEVENTY SEVEN ENERGY INC., an Ohio a Delaware corporation (“Parent”). The parties agree , SEVENTY SEVEN OPERATING LLC, an Oklahoma limited liability company (“SSO”), SEVENTY SEVEN LAND COMPANY LLC, an Oklahoma limited liability company (“SSLC”), PTL PROP SOLUTIONS, L.L.C., an Oklahoma limited liability company (“PTL Prop”), SSE LEASING LLC, an Oklahoma limited liability company (“SSE” and, together with Parent, SSO, SSLC, PTL PROP and any other Person that at any time after the date hereof becomes a Guarantor are referred to hereafter each individually as follows:a “Guarantor” and individually and collectively, jointly and severally, as the “Guarantors”, as hereinafter further defined);

Appears in 1 contract

Samples: Credit Agreement (Seventy Seven Energy Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] R-1 Real Property Collateral Schedule P-4 Permitted Indebtedness R-2 Redemption Documents Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(b) Litigation Schedule 4.11 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 30, 20202009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company (“WFF”), as the agent for the Lenders (in such capacity, together with its successors and permitted assignsassigns in such capacity, is referred to hereinafter as “Agent”), WFF and JEFFERIES FINANCE LLC, a Delaware limited liability company (LenderJefferies Finance), as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for co-lead arrangers and co-bookrunners (each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, a Co-Arranger”), WFF and Jefferies Finance, as co-syndication agents (each in such capacity, together with its successors and permitted assigns in such capacity, a “Co-Syndication Agent”), and CLEVELAND-CLIFFS XXXXXX’X RESTAURANTS, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:.

Appears in 1 contract

Samples: Credit Agreement (Landrys Restaurants Inc)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent’s Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule D-1 Designated Account Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures F-1 Foreign Security Documents Schedule P-1 Permitted Investments Schedule P-2 Permitted Intercompany Transactions Schedule P-3 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Parent Schedule 4.1(c) Capitalization of Borrowers’ Parent’s Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7(a) Material Litigation Schedule 4.7(b) Status of Closing Date Litigation Schedule 4.11 Defined Benefit Plans Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.29 Locations of Inventory and Equipment Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS ASSET-BASED REVOLVING SECOND AMENDED AND RESTATED CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November , 20202012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.INC., a California corporation, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS OCLARO, INC., an Ohio a Delaware corporation (“Parent”). The parties agree as follows:, and OCLARO TECHNOLOGY LIMITED, a company incorporated under the laws of England and Wales (“Borrower”).

Appears in 1 contract

Samples: Credit Agreement (Oclaro, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider A Escrow Agreement Exhibit C-1 Form B Landlord's Agreement Exhibit C Sellers' Legal Opinion Matters Exhibit D General Conveyance, Xxxx of Compliance Certificate Sale and Assignment Exhibit D-1 Form E Buyers' Legal Opinion Matters Exhibit F Assumption Agreement Schedule 1 Clinic Names and Locations Schedule 2 Real Property Ownership and Leases Schedule 3 Allocation of Solvency Certificate Exhibit L-1 Form Purchase Price Payment Among Sellers Schedule 1.1(a) List of LIBOR Notice Tangible Personal Property Schedule 1.1 Definitions 1.1(d) Contracts and Purchase Orders Schedule A-1 [Reserved] 1.17 Excluded Assets Schedule C-1 Revolver Commitments 4.1(f) Financial Statements Schedule E-1 Existing Hedge Obligations 4.1(j) Real Property Leases Schedule E-2 Existing Letters 4.1(l) Bank Accounts Schedule 4.1(m) Tax Returns and Audits Schedule 4.1(n) Litigation and Proceedings Schedule 4.1(o) Compensation and Benefits of Credit Employees Schedule E-3 Excluded Subsidiary Indebtedness 4.1(q) Required Consents and Notices Schedule I-1 Immaterial Subsidiaries 4.1(r) Permits and Licenses Schedule J-1 Joint Ventures 4.1(s) Absence of Specified Changes Schedule P-1 Permitted Investments 4.1(t) Insurance Policies Schedule P-2 Permitted Liens 4.1(u) Employee Benefit Plans Schedule P-3 [Reserved] 4.1(x) Real Property Schedule P-4 Permitted Indebtedness 4.1(y) Depreciation Schedule 3.1 Conditions Precedent Schedule 6.1(n) Physicians and Employees to Closing Date Sign Agreements Schedule 3.7 Conditions Subsequent 8.5 Certain Equipment Debt Schedule 4.1(b8.6(b) Capitalization of Borrowers Schedule 4.1(cFacility Locations STOCK AND ASSET PURCHASE AGREEMENT This Stock and Asset Purchase Agreement (the "Agreement") Capitalization of Borrowers’ Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENT, is dated made and entered into as of March 13the 31st day of December, 20201996, by and among the lenders identified on the signature pages hereof OccuCenters, Inc., a Nevada corporation (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”"OCI"), and CLEVELAND-CLIFFS INC.Occupational Health Centers of the Southwest, an Ohio P.A., a Texas professional association ("OHCSW") (OCI and OHCSW being sometimes hereinafter referred to collectively as "Buyers" and, individually, as a "Buyer"), and DRCA Medical Corporation, a Texas corporation (“Parent”"DRCA"). The parties agree , Xxxxxxx X. Xxxxxxx, M.D. ("Xxxxxxx"), PhysiCare, L.L.P., a Texas registered limited liability partnership ("PCLLP"), and DRCA Houston Clinics, Inc., a Texas corporation ("DRCA Houston") (DRCA, Donovan, PCLLP, and DRCA Houston being sometimes hereinafter referred to collectively as follows:"Sellers" and, individually, as a "Seller").

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Drca Medical Corp)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions Exhibit P-1 Form of Perfection Certificate Schedule A-1 [Reserved] Agent’s Account Schedule A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-1 Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Restructuring Chart Schedule P-4 Permitted Indebtedness 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.14 Permitted Indebtedness Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 5.14 Chief Executive Office CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13May 10, 20202012, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAXXXXX FARGO CAPITAL FINANCE, N.A.LLC, a Delaware limited liability company, as administrative agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as sole lead arranger (in such capacity, together with its successors and CLEVELAND-CLIFFS assigns in such capacity, the “Sole Lead Arranger”), XXXXX FARGO CAPITAL FINANCE, LLC, a Delaware limited liability company, as sole book runner (in such capacity, together with its successors and assigns in such capacity, the “Sole Book Runner”) and OCZ TECHNOLOGY GROUP, INC., an Ohio a Delaware corporation (“ParentBorrower”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Ocz Technology Group Inc)

Exhibits and Schedules. Exhibit 2.1 Form of Revolving Loan Note Exhibit 2.3 Form of Term Loan Note Exhibit 2.4(a) Form of Swing Loan Note Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate Exhibit B-2 Form of Bank Product Provider Agreement Exhibit C-1 Form of Compliance Certificate Exhibit D-1 C-2 Form of Solvency Early Election Certificate Exhibit L-1 I-1 Form of LIBOR Notice Schedule 1.1 Definitions IP Reporting Certificate Exhibit P-1 Form of Perfection Certificate Exhibit 3.1(o) Form of Financial Condition Certificate Schedule A-1 [Reserved] Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness C-2 Competitors Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures Ineligible Institutions Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Schedule P-4 Permitted Indebtedness R-1 Real Property Collateral Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 3.6 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Borrower Schedule 4.1(c) Capitalization of Borrowers’ Borrower’s Subsidiaries Schedule 4.1(d) Subscriptions, Options, Warrants, Calls Schedule 4.6 Litigation Schedule 4.11 Environmental Conditions Matters Schedule 4.13 Material Contracts Schedule 4.14 Permitted Indebtedness Schedule 4.16 Payment of Taxes Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.1(d) Billing Systems Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.5 Nature of Business 074658.16087/126128822v.10 CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this “Agreement”), is dated entered into as of March 13November 7, 20202016, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and CLEVELAND-CLIFFS LIVEVOX INTERMEDIATE LLC, a Delaware limited liability company (f/k/a LiveVox Holdings, Inc.) (“Parent”), LIVEVOX, INC., an Ohio a Delaware corporation (“ParentBorrower”), ENGAGE HOLDINGS, LLC, an Ohio limited liability company (“Engage Guarantor”), LIVEVOX INTERNATIONAL, INC., a Delaware corporation (“LiveVox International Guarantor”), SPEECHIQ, LLC, an Ohio limited liability company (“SpeechIQ Guarantor”, and together with LiveVox International Guarantor, the “Guarantors”). The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (LiveVox Holdings, Inc.)

Exhibits and Schedules. Exhibit A-1 Form of Assignment and Acceptance Exhibit B-1 Form of Borrowing Base Certificate (Prior to Borrowing Base Trigger Date) Exhibit B-2 Form of Bank Product Provider Agreement Borrowing Base Certificate (On and After Borrowing Base Trigger Date) Exhibit C-1 Form of Compliance Certificate Exhibit D-1 Form of Solvency Certificate Exhibit L-1 Form of LIBOR Notice Schedule 1.1 Definitions A-1 Agent's Account Schedule A-1 [Reserved] A-2 Authorized Persons Schedule C-1 Revolver Commitments Schedule E-1 Existing Hedge Obligations D-1 Canadian Designated Account Schedule E-2 Existing Letters of Credit Schedule E-3 Excluded Subsidiary Indebtedness Schedule I-1 Immaterial Subsidiaries Schedule J-1 Joint Ventures D-2 US Designated Account Schedule P-1 Permitted Investments Schedule P-2 Permitted Liens Schedule P-3 [Reserved] Specified Permitted Indebtedness Schedule P-4 Non-Core Assets Schedule P-5 Existing Letters of Credit Schedule P-6 Permitted Indebtedness Holders Schedule P-7 Permitted Intercompany Advances Schedule 1.1 Definitions Schedule 3.1 Conditions Precedent to Closing Date Schedule 3.7 Conditions Subsequent Schedule 4.1(b) Capitalization of Borrowers Parent Schedule 4.1(c) Capitalization of Borrowers’ Parent's Subsidiaries Schedule 4.1(d4.6(a) Subscriptions, Options, Warrants, Calls States of Organization Schedule 4.6 4.6(b) Chief Executive Offices Schedule 4.6(c) Organizational Identification Numbers Schedule 4.6(d) Commercial Tort Claims Schedule 4.7 Litigation Schedule 4.11 Employee Benefits Schedule 4.12 Environmental Conditions Matters Schedule 4.13 Intellectual Property Schedule 4.15 Deposit Accounts and Securities Accounts Schedule 4.17 Material Contracts Schedule 4.19 Permitted Indebtedness Schedule 4.28 Locations Schedule 4.29 Existing Obligations Pertaining to Acquisitions Schedule 5.1 Financial Statements, Reports, Certificates Schedule 5.2 Collateral Reporting Schedule 5.16 Deposit Accounts ASSET-BASED REVOLVING 6.6 Nature of Business CREDIT AGREEMENT THIS ASSET-BASED REVOLVING CREDIT AGREEMENTAGREEMENT (this "Agreement"), is dated entered into as of March 13October 23, 20202009, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its their respective successors and permitted assigns, is are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), XXXXX FARGO FOOTHILL, LLC, a Delaware limited liability company, as that term is hereinafter further defined), BANK OF AMERICA, N.A., as administrative the agent for each member of the Lender Group and the Bank Product Providers Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), MDC PARTNERS INC., a Canadian corporation ("Parent"), and CLEVELAND-CLIFFS MAXXCOM INC., an Ohio a Delaware corporation (“Parent”"Borrower"), and for purposes of Sections 4, 5, 6 and 16 of this Agreement, each of the Subsidiaries of Parent identified on the signature pages hereof. The parties agree as follows:

Appears in 1 contract

Samples: Credit Agreement (MDC Partners Inc)

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