Financing Agreement. Borrower Agreement shall mean the Borrower Agreement between the Company and Ex-Im Bank. Borrowing Base shall mean the sum of the Domestic Borrowing Base and the Foreign Borrowing Base less any applicable Availability Reserves; provided, however, (i) the Borrowing Base shall not include the assets of any Company unless CIT has been provided local counsel opinions for such Company covering the matters set forth on Exhibit B, reasonably satisfactory to CIT and its counsel, and (ii) the total amount of Eligible Domestic Inventory and Eligible Foreign Inventory included in the Borrowing Base shall not exceed the Inventory Loan Cap. Business Day shall mean any day on which CIT and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank are open for business. Capital Expenditures shall mean, for any period, the aggregate expenditures of the Companies during such period on account of, property, plant, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected in the balance sheet of the Companies. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent any agreement governing such Permitted Encumbrance restricts the imposition of an additional lien on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing the proceeds of Collateral, the amount of which has been credited to the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this Financing Agreement.
Appears in 1 contract
Sources: Financing Agreement (Fairchild Corp)
Financing Agreement. Borrower Agreement Shell or an Affiliate of Shell shall mean provide funding for Holdings and its consolidated Subsidiaries to assist Holdings in its pursuit of profitable growth; PROVIDED that if an Affiliate of Shell commits to provide such funding Shell shall fully and unconditionally guarantee such funding. To this end, Shell (or an Affiliate) will provide a revolving credit (in an initial commitment amount as requested by Holdings with increases or decreases (in minimum increments of $50 million) as requested by Holdings on reasonable notice of not less than 10 days consistent with this Financing Agreement) and cash management agreement ("THE REVOLVER") to Holdings. The terms of The Revolver will be designed such that Holdings obtains required funding simply, and with covenants (including maintenance of financial ratios) and events of default, in each case, no more restrictive than those that would be available to Holdings (on a stand alone basis independent of Shell's ownership position) from financings with third parties. Holdings will use The Revolver for all its borrowing requirements, except where it is more economic for Holdings to use another source or structure, and where such use of another source or structure has been approved in writing by Shell, such approval not to be unreasonably withheld. Holdings shall not execute, unless approved in writing by Shell, such approval not to be unreasonably withheld, any financings with third parties. Shell (or an Affiliate) shall provide The Revolver to Holdings effective at the Borrower Agreement between Contribution Closing. The terms of The Revolver will be no less favorable than terms that would be available from third parties to Holdings. The borrowing rate will incorporate a market competitive commitment fee based on the Company and Ex-Im Bank. Borrowing Base shall mean the sum undrawn portion of the Domestic Borrowing Base commitment amount and a market competitive borrowing spread relative to the Foreign Borrowing Base relevant U.S. dollar LIBOR interest rate, in each case appropriate to a borrower having Shell's credit rating. Holdings shall be free to manage its fixed and floating interest rate exposure through interest rate swaps, options, caps or collars executed with Shell (or an Affiliate) on terms no less any applicable Availability Reserves; providedfavorable than those that would be available from third parties for similar transactions. Shell (or an Affiliate) agrees to provide such derivative products to Holdings. As agreed between Shell and Holdings, however, Holdings will refinance its current Indebtedness (iexcluding medium term notes and industrial development revenue bonds) the Borrowing Base shall not include the assets of any Company unless CIT has been provided local counsel opinions for such Company covering the matters set forth on Exhibit B, reasonably satisfactory to CIT and its counselexisting lease transactions and, and (ii) the total amount of Eligible Domestic Inventory and Eligible Foreign Inventory included in the Borrowing Base shall not exceed the Inventory Loan Cap. Business Day shall mean any day on which CIT and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank are open for business. Capital Expenditures shall mean, for any period, the aggregate expenditures of the Companies during such period on account of, property, plant, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected in the balance sheet of the Companies. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent any agreement governing such Permitted Encumbrance restricts economically feasible, other existing Off-Balance Sheet Financings with funds provided under The Revolver. The Revolver will terminate and all sums due thereunder shall be repaid on the imposition of date that both Mr. Frederic C. Hamilton or Mr. Jay A. Precourt have irrevocably exercised or been deemed to have irrevocably exercised their respective SAR Exercise Rights. Shell (or an additional lien on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days Affiliate) shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing the proceeds of Collateral, increase the amount of which has been credited funds available for borrowing under The Revolver to the Companies’ Revolving Loan Account, and for which interest may be charged on extent Holdings must borrow funds to pay the aggregate amount amounts payable upon exercise of such deposits, at SARs after the rate provided for in Paragraph 8.1 of Section 8 of this Financing Control Date. Exhibit E (to Management Agreement.) THE SHELL CODE OF CONDUCT INTRODUCTION
Appears in 1 contract
Financing Agreement. Borrower If any payment on this Revolving Loan Promissory Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. This Revolving Loan Promissory Note is one of the Revolving Loan Promissory Notes referred to in the Financing Agreement, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment, in whole or in part, as provided therein. The date and amount of the advance(s) made hereunder will be recorded on the separate ledgers maintained by the Agent, provided that any failure to record any such information on such ledgers shall not in any manner affect the obligation of each Company to make payments of principal and interest in accordance with the terms of this Revolving Loan Promissory Note. The aggregate unpaid principal amount of all advances made pursuant hereto may be set forth in the balance column on said schedule or such ledgers maintained by the Agent. All such advances, whether or not so recorded, shall be due as part of this Revolving Loan Promissory Note. Each Company confirms that any amount received by or paid to the Agent in connection with the Financing Agreement and/or any balances standing to its credit on any of its accounts on the Agent's books under the Financing Agreement may in accordance with the terms of the Financing Agreement be applied in reduction of this Revolving Loan Promissory Note, but no balance or amounts shall be deemed to effect payment in whole or in part of this Revolving Loan Promissory Note unless the Agent shall have actually charged such account or accounts for the purposes of such reduction or payment of this Revolving Loan Promissory Note. Upon the occurrence of any one or more of the Events of Default specified in the Financing Agreement or upon termination of the Financing Agreement, all amounts then remaining unpaid on this Revolving Loan Promissory Note may become, or be declared to be, immediately due and payable as provided in the Financing Agreement. Each Company and any and all guarantors, sureties and endorsers jointly and severally waive grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration, protest and diligence in collecting. This Revolving Loan Promissory Note shall be governed by, and construed in accordance with, the laws of the state of New York and the applicable federal laws of the United States. HARVARD INDUSTRIES, INC. THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ CORPORATION ▇▇▇▇▇▇ AUTOMOTIVE, INC. ▇▇▇▇▇-ALBION CORPORATION ▇▇▇▇▇▇▇-▇▇▇▇▇▇, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ GREENEVILLE, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ POTTSTOWN, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TECHNOLOGIES, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TOLEDO, INC. By: __________________________________ Title: Attest: Title: EXHIBIT B FORM OF TERM LOAN PROMISSORY NOTE HARVARD INDUSTRIES, INC. THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ CORPORATION ▇▇▇▇▇▇ AUTOMOTIVE, INC. ▇▇▇▇▇-ALBION CORPORATION ▇▇▇▇▇▇▇-▇▇▇▇▇▇ GREENEVILLE, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ POTTSTOWN, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TECHNOLOGIES, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TOLEDO, INC. TERM LOAN PROMISSORY NOTE October 4, 1996 T-1 [AMOUNT] FOR VALUE RECEIVED, the undersigned, HARVARD INDUSTRIES, INC., a Florida corporation, THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ CORPORATION, a New Hampshire corporation, ▇▇▇▇▇▇ AUTOMOTIVE, a Michigan corporation, ▇▇▇▇▇-ALBION CORPORATION, a Michigan corporation, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ GREENEVILLE, INC., a Delaware corporation, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ POTTSTOWN, INC., a Delaware corporation, ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TECHNOLOGIES, INC., a Delaware corporation, and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TOLEDO, INC., a Delaware corporation (collectively, the "Companies"), promise to pay to the order of [NAME OF THE LENDER], (the "Lender") under a certain Financing Agreement of even date herewith between The CIT Group/Business Credit, Inc. as Agent and Lender, the other lenders which become party thereto and the Companies (herein the "Financing Agreement") at the Agent's office located at 1211 Avenue of the Americas, New York, New York, in lawful money of the United States of America and in immediately available funds, the principal amount set forth opposite the name of such Company on Schedule A hereto evidencing the Term Loan made to such Company by the Lender or, if less, the outstanding aggregate balance of principal and interest remaining unpaid in respect of the Term Loan of such Company as shown on the books and records of the Agent, which shall be due and payable upon the Termination Date. Capitalized terms used herein and defined in the Financing Agreement shall mean have the Borrower Agreement between same meanings as set forth therein unless otherwise specifically defined herein. Each Company further agrees to pay interest at said office, in like money, on the unpaid principal amount owing by such Company hereunder from time to time from the date hereof on the date and Ex-Im Bank. Borrowing Base shall mean at the sum rate specified in Section 8, Paragraph 2 of the Domestic Borrowing Base Financing Agreement. If any payment on this Note becomes due and payable on a day other than a Business Day, the Foreign Borrowing Base less any maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable Availability Reserves; providedrate during such extension. This Note is Term Loan Promissory Note referred to in the Financing Agreement, howeveris subject to, (i) and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment, in whole or in part, as provided therein. Upon the Borrowing Base shall not include the assets occurrence of any Company unless CIT has been provided local counsel opinions for such Company covering one or more of the matters set forth on Exhibit B, reasonably satisfactory to CIT and its counsel, and (ii) the total amount Events of Eligible Domestic Inventory and Eligible Foreign Inventory included Default specified in the Borrowing Base shall not exceed Financing Agreement or upon termination of the Inventory Loan CapFinancing Agreement, all amounts then remaining unpaid on this Note by each Company may become, or be declared to be, at the sole election of the Agent, immediately due and payable as provided in the Financing Agreement. Business Day shall mean any day on which CIT and HARVARD INDUSTRIES, INC. THE ▇▇▇▇▇▇▇▇-▇▇▇▇▇▇ CORPORATION ▇▇▇▇▇▇ AUTOMOTIVE, INC. ▇▇▇▇▇-ALBION CORPORATION ▇▇▇▇▇▇▇-▇▇▇▇▇▇ GREENEVILLE, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ POTTSTOWN, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TECHNOLOGIES, INC. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ TOLEDO, INC. By: _________________________________ Title: Attest: Title: Schedule A Name of Borrower Term Loan Harvard Industries, Inc. ▇▇▇▇▇▇ Automotive, Inc. ▇▇▇▇▇-Albion Corporation The ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Bank are open for business. Capital Expenditures shall meanCorporation ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Greeneville, for any periodInc. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Pottstown, Inc. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Technologies, Inc. ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Toledo, Inc. EXHIBIT C - ASSIGNMENT AND TRANSFER AGREEMENT Dated: , 199 Reference is made to the Financing Agreement dated as of , ___, 199 (as amended, modified, supplemented and in effect from time to time, the aggregate expenditures of "Financing Agreement"), among , a corporation (the Companies during "Company"), the Lenders named therein, and The CIT Group/Business Credit, Inc., as Agent (the "Agent"). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such period on account of, property, plant, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected terms in the balance sheet of Financing Agreement. This Assignment and Transfer Agreement, between the Companies. Capital Lease shall mean any lease of property Assignor (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present defined and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 1 hereto to and made a part hereof) and the extent any agreement governing such Permitted Encumbrance restricts the imposition Assignee (as defined and set forth on Schedule 1 hereto and made a part hereof) is dated as of an additional lien Effective Date (as set forth on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance Schedule 1 hereto and collection of checks or other instruments representing the proceeds of Collateral, the amount of which has been credited to the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this Financing Agreementmade a part hereof).
Appears in 1 contract
Financing Agreement. Borrower (a) The Company shall maintain the Financing Agreement and, until the Closing, the Credit Facility, in full force and effect and shall mean ensure that no amendment, modification, termination, replacement, restatement, cancellation or other change is made to the Borrower Financing Agreement between or, until the Closing, the Credit Facility, that would adversely affect the ability of the Company and Ex-Im Bank. Borrowing Base its Affiliates to consummate the debt financing contemplated by the Financing Agreement at the Closing and shall mean not take any action or omit to take any action that would in any way: (i) reduce the sum aggregate amount of the Domestic Borrowing Base debt facilities committed and available to be drawn by the Foreign Borrowing Base less any applicable Availability ReservesCompany or its Affiliates thereunder; provided(ii) reduce the period of time for which debt facilities are available to be drawn by the Company or its Affiliates; and (iii) otherwise adversely affect the ability of the Company or its Affiliates to draw funds thereunder on the Closing Date sufficient to enable the Company to pay the Payoff Amount.
(b) The Company shall use reasonable best efforts to ensure that (i) all conditions precedent to drawdown of all debt financing to be provided to the Company under the Financing Agreement have been satisfied (except for those conditions precedents which the Company, howeverGlobetrotter, New Topco and FPAC have agreed in writing to remain outstanding as at the Closing) and (ii) there are no continuing events of default under the Financing Agreement or the Credit Facility.
(c) In connection with the Closing, (i) the Borrowing Base Company and New Topco shall not include use reasonable best efforts to satisfy the assets of any Company unless CIT has been provided local counsel opinions for such Company covering outstanding conditions precedent under the matters set forth on Exhibit BFinancing Agreement, reasonably satisfactory to CIT and its counsel, and (ii) the total amount of Eligible Domestic Inventory Company shall take all actions in its power to draw down loans under the Financing Agreement that are sufficient to repay all amounts due under the Credit Facility and Eligible Foreign Inventory included in (iii) the Borrowing Base Company shall not exceed the Inventory Loan Cap. Business Day shall mean any day on which CIT and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank are open for business. Capital Expenditures shall mean, for any period, the aggregate expenditures of the Companies during such period on account of, property, plant, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected in the balance sheet of the Companies. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent any agreement governing such Permitted Encumbrance restricts the imposition of an additional lien on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing use the proceeds of Collateralsuch loans received by the Company, and other cash available to the Company and other members of the Group, to repay all amounts due under the Credit Facility.
(d) To the extent that funds under the Financing Agreement are not capable of being drawn as a result of a failure of one or more lenders to perform its obligations under the Financing Agreement, the amount Company shall take all such actions (or procure that such action is taken) as is necessary to enforce its or any of which has been credited to its Affiliate’s rights against such lender(s) under the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this relevant Financing Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Far Point Acquisition Corp)
Financing Agreement. Borrower Agreement shall mean the Borrower Agreement between the Company and Ex-Im Bank. Borrowing Base shall mean the sum of the Domestic Borrowing Base and the Foreign Borrowing Base less any applicable Availability Reserves; provided, however, (i) The Borrower will be a special purpose, bankruptcy-remote corporation whose primary activities are restricted to the Borrowing Base shall not include purposes described in its certificate of incorporation, including entering into the assets of any Company unless CIT has been provided local counsel opinions for Transaction Documents to which it is a party and conducting such Company covering the matters set forth on Exhibit B, reasonably satisfactory other activities as it deems necessary or appropriate to CIT and carry out its counsel, and primary activities;
(ii) The Borrower has at least two independent directors as required under its certificate of incorporation;
(iii) The Borrower will not incur any indirect or overhead expenses for items shared among the total amount Borrower and KBK (or any other Affiliate thereof);
(iv) The Borrower's operating expenses will not be paid by KBK or any other Affiliate thereof;
(v) The Borrower will have its own phone number and stationery;
(vi) The Borrower's books and records will be maintained separately from those of Eligible Domestic Inventory KBK and Eligible Foreign Inventory included any other Affiliate thereof;
(vii) The Borrower's assets will be maintained in a manner that facilitates their identification and segregation from those of KBK or any Affiliate thereof;
(viii) The Borrower will strictly observe corporate formalities in its dealings with KBK or any Affiliate thereof, and funds or other assets of the Borrowing Base Borrower will not be commingled with those of KBK. The Borrower shall not exceed maintain joint bank accounts or other depository accounts to which KBK or any Affiliate thereof (other than KBK in its capacity as the Inventory Loan CapServicer) has independent access; and
(ix) The Borrower will maintain arm's-length relationships with KBK and any Affiliate thereof. Business Day shall mean any day on which CIT and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank are open Any Person that renders or otherwise furnishes services to the Borrower will be compensated thereby at market rates for businesssuch services it renders or otherwise furnishes thereto. Capital Expenditures shall mean, for any period, the aggregate expenditures None of the Companies during such period on account ofBorrower, property, plant, equipment KBK or similar fixed assets that in conformity with GAAP, are required any Affiliate thereof will be or will hold itself out to be reflected in responsible for the balance sheet debts of the Companies. Capital Lease shall mean any lease of property (whether real, personal other or mixed) which, in conformity with GAAP, is accounted for as a capital lease the decisions or a Capital Expenditure in actions respecting the balance sheet of any Company. Closing Date shall mean the date daily business and affairs of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent any agreement governing such Permitted Encumbrance restricts the imposition of an additional lien on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing the proceeds of Collateral, the amount of which has been credited to the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this Financing Agreementother.
Appears in 1 contract
Financing Agreement. Borrower The Producer requests commission advancing. If approved by the Company, advancing will apply to all policies issued under the applicable Company Contract; except that (a) policies issued on the agent and the agent’s immediate family members or (b) reissued policies do not qualify for advancing under this Addendum. This Financing Agreement is not effective until it has been approved in writing by Company and Producer shall have executed a Note and Security Agreement and this Financing Agreement in a form satisfactory to Company. Moreover, Company shall have the right to discontinue advancing at any time without prior notice and for any reason, which shall include, without limitation, a Producer’s existing debit balance, low production, poor business persistency or bankruptcy filing. Company and the undersigned Producer agree that loans hereunder shall be secured by a Note and Security Agreement executed by the undersigned Producer, to which reference is made. It is expressly understood and agreed that all payments made to the Producer under this Financing Agreement shall mean at all times be considered as loans, fully secured under the Borrower Agreement between terms of said Note and Security Agreement, and that such Note shall be repayable upon demand regardless of whether or not the undersigned has any commissions earned, payable or to be payable. The undersigned hereby agrees to pay and be responsible for any and all loans to; 1) the undersigned; 2) the undersigned’s Agency; and, 3) agents assigned to Producer (“Agency Members”) for which Producer is responsible under Producer’s contract with Company, or under Financing Agreements entered into by Company and Ex-Im Banksuch Agency Members. Borrowing Base shall mean Producer expressly acknowledges that Company makes no representation to Producer that it will lend, now or in the sum of future, any money to Producer. Producer acknowledges that any expense Producer incurs in the Domestic Borrowing Base and the Foreign Borrowing Base less any applicable Availability Reserves; provided, however, (i) the Borrowing Base shall not include the assets development of any business will not be in reliance upon loans to be made by Company unless CIT has been provided local counsel opinions for such Company covering the matters set forth on Exhibit B, reasonably satisfactory to CIT and its counsel, and (ii) the total amount of Eligible Domestic Inventory and Eligible Foreign Inventory included in the Borrowing Base shall not exceed the Inventory Loan Cap. Business Day shall mean any day on which CIT and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank are open for business. Capital Expenditures shall meanfuture and, for any period, the aggregate expenditures of the Companies during such period on account of, property, plant, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected in the balance sheet of the Companies. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent that Producer develops business in expectation of future loans, such development will be at Producer’s sole risk. In order to avoid any agreement governing misunderstanding in the future, the parties agree that they may not amend the foregoing provisions unless such Permitted Encumbrance restricts the imposition of an additional lien on such property, until such time as the consent modification is reduced to writing and signed by each of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing the proceeds of Collateral, the amount of which has been credited to the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this Financing Agreementparties.
Appears in 1 contract
Sources: Marketing General Agent Contract (GRANDPARENTS.COM, Inc.)
Financing Agreement. Borrower If any payment on this Revolving Loan Promissory Note becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension. This Revolving Loan Promissory Note is one of the Revolving Loan Promissory Notes referred to in the Financing Agreement, and is subject to, and entitled to, all provisions and benefits thereof and is subject to optional and mandatory prepayment, in whole or in part, as provided therein. The date and amount of the advance(s) made hereunder will be recorded on the separate ledgers maintained by the Agent, provided that any failure to record any such information on such ledgers shall not in any manner affect the obligation of each Company to make payments of principal and interest in accordance with the terms of this Revolving Loan Promissory Note. The aggregate unpaid principal amount of all advances made pursuant hereto may be set forth in the balance column on said schedule or such ledgers maintained by the Agent. All such advances, whether or not so recorded, shall be due as part of this Revolving Loan Promissory Note. Each Company confirms that any amount received by or paid to the Agent in connection with the Financing Agreement and/or any balances standing to its credit on any of its accounts on the Agent's books under the Financing Agreement may in accordance with the terms of the Financing Agreement be applied in reduction of this Revolving Loan Promissory Note, but no balance or amounts shall mean be deemed to effect payment in whole or in part of this Revolving Loan Promissory Note unless the Borrower Agent shall have actually charged such account or accounts for the purposes of such reduction or payment of this Revolving Loan Promissory Note. Upon the occurrence of any one or more of the Events of Default specified in the Financing Agreement between or upon termination of the Financing Agreement, all amounts then remaining unpaid on this Revolving Loan Promissory Note may become, or be declared to be, immediately due and payable as provided in the Financing Agreement. Each Company and Ex-Im Bankany and all guarantors, sureties and endorsers jointly and severally waive grace, demand, presentment for payment, notice of dishonor or default, notice of intent to accelerate, notice of acceleration, protest and diligence in collecting. Borrowing Base This Note amends and restates and is a substitute for, but is not in payment or satisfaction of, the Revolving Loan Promissory Note dated _______, 1996 from the Companies to the Lender. This Revolving Loan Promissory Note shall mean be governed by, and construed in accordance with, the sum laws of the Domestic Borrowing Base state of New York and the Foreign Borrowing Base less any applicable Availability Reserves; providedfederal laws of the United States. HARVARD INDUSTRIES, however, (i) the Borrowing Base shall not include the assets of any Company unless CIT has been provided local counsel opinions for such Company covering the matters set forth on Exhibit B, reasonably satisfactory to CIT and its counsel, and (ii) the total amount of Eligible Domestic Inventory and Eligible Foreign Inventory included in the Borrowing Base shall not exceed the Inventory Loan CapINC. Business Day shall mean any day on which CIT and THE KING▇▇ ▇▇▇-▇▇▇▇▇▇ ▇▇▇PORATION HARM▇▇ Bank are open for business▇▇▇OMOTIVE, INC. Capital Expenditures shall meanHAYE▇-▇▇▇ION CORPORATION DOEH▇▇▇-▇▇▇▇▇▇, for any period▇▇C. DOEH▇▇▇-▇▇▇▇▇▇ ▇▇▇ENEVILLE, the aggregate expenditures of the Companies during such period on account ofINC. DOEH▇▇▇-▇▇▇▇▇▇ ▇▇▇TSTOWN, propertyINC. DOEH▇▇▇-▇▇▇▇▇▇ ▇▇▇HNOLOGIES, plantINC. DOEH▇▇▇-▇▇▇▇▇▇ ▇▇▇EDO, equipment or similar fixed assets that in conformity with GAAP, are required to be reflected in the balance sheet of the CompaniesINC. Capital Lease shall mean any lease of property (whether real, personal or mixed) which, in conformity with GAAP, is accounted for as a capital lease or a Capital Expenditure in the balance sheet of any Company. Closing Date shall mean the date of the initial loans hereunder. Collateral shall mean all present and future Accounts, Equipment, Inventory, Documents of By: -------------------------------------- Title, General Intangibles, Pledged Stock and Other Collateral; provided, that “Collateral” shall not include any property subject to a Permitted Encumbrance set forth on Schedule 6 hereto to the extent any agreement governing such Permitted Encumbrance restricts the imposition of an additional lien on such property, until such time as the consent of the relevant secured party has been obtained, or such restriction no longer applies. Collection Days shall mean one (1) Business Day to provide for the deposit, clearance and collection of checks or other instruments representing the proceeds of Collateral, the amount of which has been credited to the Companies’ Revolving Loan Account, and for which interest may be charged on the aggregate amount of such deposits, at the rate provided for in Paragraph 8.1 of Section 8 of this Financing Agreement.:
Appears in 1 contract