FORM OF BORROWING BASE CERTIFICATE. Exhibit C.........
FORM OF BORROWING BASE CERTIFICATE. To: The PrivateBank and Trust Company Please refer to the Credit Agreement dated as of March 5, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the undersigned Borrowers and The PrivateBank and Trust Company. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to you pursuant to the terms of the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. Each Borrower hereby certifies and warrants to the Lender that at the close of business on ______________, ____ (the “Calculation Date”), the Borrowing Base was $_____________, computed as set forth on the schedule attached hereto. The Borrowers have caused this Certificate to be executed and delivered by its officer thereunto duly authorized on ___________, ______. WESTELL TECHNOLOGIES, INC., as a Borrower and Borrower Representative By: Name:____________________________________ Title: WESTELL, INC., as a Borrower By: Name:____________________________________ Title: TELTREND LLC, as a Borrower By: Name:____________________________________ Title: CONFERENCE PLUS, INC., as a Borrower By: Name:____________________________________ Title: 14766353\V-9 SCHEDULE TO BORROWING BASE CERTIFICATE Dated as of [_________________]
FORM OF BORROWING BASE CERTIFICATE. The form of the Borrowing Base Certificate at Exhibit 2.1.4 of the Loan Agreement shall be replaced by the form of the Borrowing Base Certificate attached to this Amendment as Exhibit 2.1.4
FORM OF BORROWING BASE CERTIFICATE. Reference is hereby made to the Credit and Guaranty Agreement, dated as of April 26, 2006 (as amended, restated, extended, supplemented, renewed, replaced or otherwise modified from time to time, the “Credit Agreement”), by and among Ventas Realty, Limited Partnership (the “Borrower”), the Guarantors referred to therein, the lenders from time to time party thereto (together with their successors and assigns, the “Lenders”), and Bank of America, N.A., as administrative agent (the “Administrative Agent”) for the Lenders, the Issuing Bank and the Swingline Lender. Capitalized terms used but not otherwise defined herein have the meanings provided in the Credit Agreement. The Borrower does hereby certify that (i) the information set forth on Annex I is true, complete and correct in all respects to the best of its knowledge, (ii) the calculations set forth on Annex I (Unencumbered Asset Pool and Calculation of Borrowing Base) are calculated as of the date of this certificate, and (B) comply in all respects with the terms and conditions of the Credit Agreement and (iii) each of the properties shown on Annex I meets the conditions for eligibility as a “UAP Property” for inclusion in the “Borrowing Base” under the Credit Agreement, including the condition that no base rent payments are more than sixty (60) days past due. VENTAS REALTY, LIMITED PARTNERSHIP, a Delaware limited partnership By: VENTAS, INC., a Delaware corporation, its general partner By: Name: Title: Annex I UNENCUMBERED ASSET POOL AND CALCULATION OF BORROWING BASE (in thousands of Dollars) As of __, 20__
FORM OF BORROWING BASE CERTIFICATE. The undersigned, being a Senior Officer (as defined in the Loan Agreement described below) of INTEGRATED ELECTRICAL SERVICES, INC., a Delaware corporation (individually, and in its capacity as the representative of the other Credit Parties (as defined in the Loan Agreement), “Parent”), hereby gives this Borrowing Base Certificate to BANK OF AMERICA, N.A., as agent pursuant to the below described Loan Agreement (in such capacity, “Agent”), and the Lenders party to such Loan Agreement, pursuant to the terms and conditions of a Debtor-in-Possession Loan and Security Agreement dated as of February 14, 2006 (the “Loan Agreement”) by and among the Lenders from time to time party thereto, Agent, Parent, the other Borrowers and the other Credit Parties party thereto. All capitalized terms not defined herein have the meanings given them in the Loan Agreement. The undersigned hereby certifies that:
FORM OF BORROWING BASE CERTIFICATE. This Borrowing Base Certificate (the "Certificate") is delivered pursuant to Section 9.2 of the Revolving Credit and Security Agreement, dated December __, 2012, (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), by and among Zochem Inc., a Canada Corporation (the "Borrower"), the Guarantors (as defined therein) party thereto, PNC Bank, Canada Branch ("PNC Bank") and various other financial institutions from time to time (PNC Bank and such other financial institutions are each a "Lender" and collectively, the "Lenders"), and PNC Bank, as administrative agent for the Lenders (in such capacity, the "Agent"). Unless otherwise defined herein, capitalized terms used herein have the meanings provided in the Credit Agreement. The undersigned hereby certifies that [he/she] is the [President] [Chief Financial Officer] [Controller] of the Borrower and that, as such, [he/she] is authorized to execute this Certificate on behalf of the Borrower and further certifies that: For purposes of this Certificate, the date for which the Formula Amount is being calculated is _______________, 201_ (the "Calculation Date").
FORM OF BORROWING BASE CERTIFICATE. Pursuant to the provisions of the Revolving Credit Agreement, dated as of August 21, 2003 (as amended, restated, supplemented and/or modified from time to time, the “Credit Agreement”) by and among SHERIDAN ACQUISITION CORP., THE SHERIDAN GROUP, INC. and FLEET NATIONAL BANK. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Credit Agreement.
FORM OF BORROWING BASE CERTIFICATE. Reference is made to that certain Amended and Restated Credit Agreement dated as of September 3, 2010 by and among Huttig Building Products, Inc., a Delaware corporation and Huttig, Inc., a Delaware corporation (collectively, “Borrowers”), the other Persons named therein as Credit Parties, General Electric Capital Corporation (“Agent”) and the Persons signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified, the “Credit Agreement”). Capitalized terms used herein without definition are so used as defined in the Credit Agreement. The undersigned, being the chief financial officer, chief executive officer or treasurer of the Borrower Representative, hereby certifies, subject to the qualifications in Section 8.1(f) of the Credit Agreement, that the Borrowing Base with respect to the Borrowers calculated on Exhibit A attached hereto is true and correct in all respects and, without limiting the generality of the foregoing, with respect to the information supporting the determination of Eligible Accounts and Eligible Inventory.
FORM OF BORROWING BASE CERTIFICATE. Wilsons Leather Borrowing Base Certificate As of x/x/xx Credit Card Receivables per x/x/xx Sales Audit System $ — Advance Rate 85.0 % Total Credit Card Receivables Availability $ — Wholesale Accounts Receivable $ — Less: Ineligibles — Eligible Wholesale Accounts Receivable $ — Advance Rate 85.0 % Total Wholesale Accounts Receivables Availability $ — Inventory per the x/x/xx External Stock Ledger $ — E-commerce Inventory per the x/x/xx Stock Ledger — Merchandise In-transit — Wires — Merchandise In-transit — LC’s — Merchandise In-transit — Domestic Freight — Merchandise In-transit — Prepaid — Total Inventory $ — Less Ineligibles Merchandise In-transit — Unfunded LC’s $ — Layaway Inventory — Liquidation Store Inventory — Book to Physical Adjustment Reserve — Discontinued Product Lines — Locations < $50,000 — Inventory Not Located in 48 Contiguous States — Inventory at E-commerce Location (No Landlord Waiver) — Total Ineligibles — Eligible Inventory $ — Advance Rate through June 2006 67.7 % Inventory Availability $ — Less Reserves: Landed Costs of In-transit $ — Gift Certificates — Credit Memos — Gift Cards — Total Reserves — Total Inventory Availability $ — Import LC Inventory $ — Less: Import Payments — Plus: New Import LC Issuances — [Exh.4.1(b)-1] Net Import LC Inventory $ — Advance Rate through June 2006 58.4 % Available Import LC Inventory $ — Less: Landed Costs — Total Eligible Import LC Inventory $ — Wholesale Inventory $ — Less: Ineligibles — Eligible Wholesale Inventory $ — Advance Rate 50.0 % Total Wholesale Inventory Availability $ — Total Wilsons Availability $ — Less: Revolver Outstanding — Import LC’s — Stand-by LC’s — Excess Availability Reserve 10,000,000 Peninsula Reserve — Other — Total Outstanding 10,000,000 Excess Availability $ (10,000,000 ) Total Wilsons Inventory $ — Less: Book to Physical Adjustment Reserve — Total On-Hand Inventory $ — Net OLV — Wilsons Inventory through June 2006 79.6 % Wilsons GOB Value $ — Documentary L/C’s and Wholesale Inventory $ — Net OLV — L/C Inventory through June 2006 68.7 % L/C Inventory GOB Value — Accounts Receivable GOB Value — Total GOB Value of Collateral $ — Actual Revolver and L/C GOB Ratio #DIV/0! Maximum Revolver and L/C GOB Ratio 85.0 % In Compliance? #DIV/0! Actual Revolver, L/C, and Term B GOB Ratio #DIV/0! Maximum Revolver, L/C, and Term B GOB Ratio 92.5 % In Compliance? #DIV/0! Wilsons Leather Holdings Inc. hereby certifies that the foregoing accurately reflects its Borrowing Availability as ...
FORM OF BORROWING BASE CERTIFICATE. Annex A attached hereto shall ------------------------------------ be added to the Credit Agreement as Exhibit K.
