Form of. A Request for Credit Extension B Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
Appears in 2 contracts
Samples: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Form of. A Request for Credit Extension Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption C-1 E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Internal Counsel to Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company C-2 J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6June 28, 20062018, among CHICAGO BRIDGE & IRON COMPANY N.V.AVNET, INC., a New York corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred party hereto pursuant to individually as Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Co-Obligor” and collectively the “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)
Form of. A Revolving Loan Notice A-1 Revolving Loan Notice for Alternative Daily Rate and Alternative Term Rate Loans B-1 Bid Request for Credit Extension B B-2 Competitive Bid C-1 [Intentionally Omitted] C-2 [Intentionally Omitted] C-3 Canadian Dollar Swing Line Loan Notice C-4 Euro/Sterling Swing Line Loan Notice X-0 Xxxx X-0 Xxxx Xxxxxx X-0 Xxxx X-0 Loan Notice D Note E Compliance Certificate F-1 Assignment and Assumption C-1 Opinion of Internal Counsel to the F-2 Administrative Questionnaire G-1 Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Guaranty G-2 Subsidiaries Guaranty H [Intentionally Omitted] I-1 Governing Senior Note E Indenture I-2 Governing Senior Note Indenture Payoff Notice J Corporate Forecast K Solvency Certificate L Designated Borrower Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Assumption Agreement (Bank of America) H-2 LOC Application and M Designated Borrower Notice N Supplemental Addendum O Joinder Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF P Sustainability Pricing Certificate SIXTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF SIXTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of November 6January 4, 20062023, among CHICAGO BRIDGE Host Hotels & IRON COMPANY N.V.Resorts, L.P., a corporation organized under the laws of The Kingdom of the Netherlands Delaware limited partnership (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary certain Subsidiaries of the Company and hereinafter referred party hereto pursuant to individually as Section 2.19 (each a “Co-ObligorDesignated Borrower” and, together with the Company, the “Borrowers” and collectively the each, a “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and CREDIT AGRICOLE CORPORATE INVESTMENT BANK, as Sustainability Structuring Agent.
Appears in 1 contract
Form of. A Committed Loan Notice B-1 Bid Request for Credit Extension B B-2 Competitive Bid C-1 Domestic Swing Line Loan Notice C-2 Alternative Currency Swing Line Loan Notice C-3 Canadian Dollar Swing Line Loan Notice C-4 Euro/Sterling Swing Line Loan Notice C-5 Term Loan Notice C-6 2020 Term Loan Notice D Note E Compliance Certificate F-1 Assignment and Assumption C-1 Opinion F-2 Administrative Questionnaire G-1 Company Guaranty G-2 Subsidiaries Guaranty H [Intentionally Omitted] I Governing Senior Note Indenture J Form of Internal Counsel to the Company C-2 Opinion Corporate Forecast K Form of Txxxxx Xxxx & Priest LLP C-3 Opinion Solvency Certificate L Designated Borrower Request and Assumption Agreement M Designated Borrower Notice N Supplemental Addendum O Form of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Joinder Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF FOURTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF FOURTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of November 6May 31, 20062017, among CHICAGO BRIDGE Host Hotels & IRON COMPANY N.V.Resorts, L.P., a corporation organized under the laws of The Kingdom of the Netherlands Delaware limited partnership (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary certain Subsidiaries of the Company and hereinafter referred party hereto pursuant to individually as Section 2.19 (each a “Co-ObligorDesignated Borrower” and, together with the Company, the “Borrowers” and collectively the each, a “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
Appears in 1 contract
Samples: Assignment and Assumption (Host Hotels & Resorts, Inc.)
Form of. A Request for Credit Extension A-1 Committed Loan Notice A-2 US Swing Line Loan Notice A-3 UK Swing Line Loan Notice B Note C Compliance Certificate D Assignment and Assumption C-1 Opinion of Internal Counsel to the E Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans Guaranty F Term Note G Subsidiary Guaranty H-1 LOC Application G Designated Borrower Request and Assumption Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF H Designated Borrower Notice AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6August 31, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V.GRANT PRIDECO, INC., a Delaware corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf certain Subsidiaries of itself and the Company party hereto pursuant to Section 2.14 (each, including each Designated UK Borrower (as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWAREhereinafter defined), a Delaware corporation“Designated Borrower” and, CBI SERVICEStogether with the Company, INC.the “Borrowers” and, a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Syndication Agent, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent., US Swing Line Lender and an L/C Issuer, HSBC BANK PLC, as UK Swing Line Lender and an L/C Issuer, and JPMORGAN CHASE BANK, N.A., as Documentation Agent. The Company and the Designated Borrowers have entered into the Credit Agreement dated as of May 12, 2005 (as the same has been modified, the “Existing Credit Agreement”), with Bank of America, N.A., as syndication agent, Wxxxx Fargo Bank, National Association, as administrative agent, US swing line lender and an L/C issuer, HSBC Bank plc, as UK swing line lender and an L/C issuer, Deutsche Bank Securities Inc., as documentation agent, and the other lenders party thereto. The Borrowers have requested that the Lenders amend and restate the terms of the Existing Credit Agreement, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension A-1 Tranche 1 Loan Notice A-2 Canadian Prime Rate Loan Notice A-3 Drawdown Notice A-4 Conversion Notice A-5 Rollover Notice B U.S. Swing Line Loan Notice C-1 Tranche 1 Note C-2 Canadian Prime Rate Note D Compliance Certificate E Assignment and Assumption C-1 Opinion of Internal Counsel to the F Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Guaranty G-1 Foreign Designated Borrower Guaranty G-2 Subsidiary Guaranty H-1 LOC Application H Designated Borrower Request and Assumption Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement Designated Borrower Notice J Parent Guaranty K Allocation Agreement LETTER OF Opinion Matters CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6August 22, 20062003, among CHICAGO BRIDGE & IRON COMPANY N.V.Xxxxxx Engineering Group Inc., a Delaware corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary certain Subsidiaries of the Company and hereinafter referred party hereto pursuant to individually as Section 2.14 (each a “Co-ObligorDesignated Borrower” and collectively and, together with the Company, the “Co-ObligorsBorrowers” and, each a “Borrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), each issuer of letters of credit from time to time party hereto (collectively, the “L/C Issuers” and individually, a “L/C Issuer”), THE BANK OF NOVA SCOTIA, as Canadian Facility Agent and Canadian Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent.Agent and U.S. Swing Line Lender. The Company has requested that the Tranche 1 Lenders provide a multicurrency revolving credit facility with a letter of credit subfacility and swing line subfacility, and the Tranche 1 Lenders are willing to do so on the terms and conditions set forth herein. The Company has requested that the Tranche 2 Lenders provide a Canadian Dollar revolving credit facility and bankers’ acceptance facility with a swing line subfacility, and the Tranche 2 Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Jacobs Engineering Group Inc /De/)
Form of. A Committed Loan Notice B-1 Bid Request for Credit Extension B B-2 Competitive Bid C Swing Line Loan Notice D Note E Compliance Certificate F Assignment and Assumption C-1 G Guaranty H Opinion of Internal Counsel Matters MEDIA GENERAL, INC. $1,000,000,000 (with an Uncommitted Increase Option to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America$1,500,000,000) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6March 14, 20062005, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICESMEDIA GENERAL, INC., a Delaware Virginia corporation, CB&I CONSTRUCTORSeach lender from time to time party hereto, INCSUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., a Texas corporationNEW YORK BRANCH, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” Syndication Agents, THE BANK OF NOVA SCOTIA and collectively the “THE ROYAL BANK OF SCOTLAND, PLC, as Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer. The Borrower is a party to that certain Credit Agreement dated as of June 29, 2001 among SunTrust Bank, as the documentation agent, Fleet Securities, Inc., Wachovia Bank, N.A., The Bank of Nova Scotia, and Mizuho Financial Group as the co-syndication agents and Bank of America, N.A., as the administrative agent (as amended through the date hereof, the “Existing Credit Agreement”). The Borrower has requested that the Lenders amend and restate the Existing Credit Agreement and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that when the conditions set forth in Section 4.01 hereof are satisfied, the Existing Credit Agreement shall be amended and restated to read in full as hereinbefore set forth and follows:
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Form of. A A-1 Committed Loan Notice A-2 Letter of Credit Request for Credit Extension B Swing Line Loan Notice C-0 Xxxx X-0 Xxxx X-0 Xxxx X-0 Note C-3 Term B Note C-4 Multicurrency RCF Note C-5 US Dollar RCF Note C-0 Xxxx X-0 Note D Compliance Certificate E Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the F US Security Agreement G Mortgage H US IP Security Agreement I Guaranty Supplement J Overadvance Account Escrow Agreement K Intercompany Note L Intercompany Subordination Agreement M Shareholder Subordinated Note N Target Shares Security Agreement O UK Debenture P Security Trust Deed Q UK Share Charge R-1 US Tax Compliance Certificate (for Foreign Lenders D Credit-Linked Note E Request that are not partnerships for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and U.S. Federal Income Tax purposes) R-2 US Tax Compliance Certificate (for Foreign Participants that are not Partnerships for U.S. Federal Income Tax purposes) R-3 US Tax Compliance Certificate (for Foreign Participants that are Partnerships for U.S. Federal Income Tax purposes) R-4 US Tax Compliance Certificate (for Foreign Lenders that are partnerships for U.S. Federal Income Tax purposes) S HMRC DT Treaty Passport Scheme T Intercreditor Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (the “Agreement”) is entered into as of November 6September 12, 20062011, among CHICAGO BRIDGE & IRON COMPANY N.V.COLFAX CORPORATION, a Delaware corporation (the “US Borrower” or “Parent”), COLFAX UK HOLDINGS LTD, a company organized under the laws of The Kingdom of the Netherlands England and Wales (the “Company”)European Borrower” and, on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of together with the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectivelyUS Borrower, the “L/C IssuersBorrowers”), the financial institutions having other Subsidiaries of Parent from time to time party hereto each lender from time to time party hereto (each, a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked DepositLender,” (collectively, the “Lenders” and individually, a “Lender”), and DEUTSCHE BANK OF AMERICA, N.A.AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer.
Appears in 1 contract
Samples: Credit Agreement (Colfax CORP)
Form of. A Request for Credit Extension B Assignment JOINDER TO EXCHANGE AGREEMENT The undersigned is executing and Assumption C-1 Opinion delivering this joinder (this “Joinder”) to that certain Exchange Agreement, dated as of Internal Counsel September 23, 2018 (as the same may be amended or supplemented from time to time hereafter, the “Exchange Agreement”), by and among Xxxxxxx Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Xxxxxxx Royalty GP, LLC, a Delaware limited liability company, Xxxxxxx Royalty Operating, LLC, a Delaware limited liability company (the “Operating Company”), and the Xxxxxxx Art Foundation, a Texas non-profit corporation, Xxxxxxxx Minerals & Royalties, LLC, a Delaware limited liability company, EIGF Aggregator III LLC, a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Xxxxxxxx Management, LLC, a Texas limited liability company. By executing and delivering this Joinder to the Operating Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel and the Partnership, the undersigned hereby agrees to become a party to the Company C-4 Opinion Exchange Agreement, and accepts, has the rights of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion and agrees to be bound by and subject to, and to comply with, the terms, conditions and provisions of Internal Counsel the Exchange Agreement as a “Participating Holder” thereunder, as such term is defined therein, in the same manner as if the undersigned were an original signatory to the Administrative Agent C-6 Opinion of Special Counsel Exchange Agreement. Accordingly, the undersigned has executed and delivered this Joinder to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application Exchange Agreement effective as of [ ], 2019. Accepted and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) Agreed: By: Name: EXHIBIT I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER FORM OF CREDIT AND TERM LOAN ADOPTION AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) Adoption Agreement is entered into as executed by the undersigned pursuant to the First Amended and Restated Limited Liability Company Agreement of November 6Xxxxxxx Royalty Operating, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands LLC (the “Company”), on behalf dated as of itself and September 23, 2018, as Co-Obligors’ Agentamended, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE)restated or supplemented from time to time, a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, copy of which is attached hereto and CB&I TYLER COMPANY, a Delaware corporation is incorporated herein by reference (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-ObligorsAgreement”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers . By the execution of letters of credit (each an “L/C Issuer” and collectivelythis Adoption Agreement, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., undersigned agrees as Administrative Agent.follows:
Appears in 1 contract
Samples: Securities Purchase Agreement (Kimbell Royalty Partners, LP)
Form of. A Request for Credit Extension B Assignment CONVERSION NOTICE TO: QUICKSILVER RESOURCES INC. JPMORGAN CHASE BANK The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into Common Stock, or if applicable, cash, in accordance with the terms of the Indenture referred to in this Note, and Assumption C-1 Opinion directs that the shares of Internal Counsel Common Stock or cash payable and deliverable upon such conversion, together with any Notes representing any unconverted principal amount hereof, be issued and delivered to the Company C-2 Opinion registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If such shares of Txxxxx Xxxx & Priest LLP C-3 Opinion Common Stock or cash or any portion of Netherlands Counsel this Note not converted are to be payable or issued in the name of a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Interest, if any, accompanies this Note. Dated: Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the amount of Common Stock of the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel and Notes if to be delivered other than to and in the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom name of the Netherlands registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other TaxpayerIdentification Number: FORM OF CHANGE OF CONTROL REPURCHASE ELECTION TO: QUICKSILVER RESOURCES INC. JPMORGAN CHASE BANK The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Quicksilver Resources Inc. (the “Company”), on behalf ) as to the occurrence of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each Change of the foregoing being a Wholly-Owned Subsidiary of Control with respect to the Company and hereinafter requests and instructs the Company to repurchase the entire principal amount of this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to individually as a “Co-Obligor” in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued and collectively the “Co-Obligors”)unpaid Interest to, BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectivelybut excluding, the “L/C Issuers”Change of Control Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
Appears in 1 contract
Samples: Registration Rights Agreement (Quicksilver Resources Inc)
Form of. A Request for Credit Extension Committed Loan Notice B Swing Line Loan Notice C Revolving Note D Forms of U.S. Tax Compliance Certificates E Guaranty Agreement F Opinion Matters G Compliance Certificate H-1 Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the H-2 Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Questionnaire AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6June 3, 20062022, among CHICAGO BRIDGE & IRON COMPANY N.V.ENLINK MIDSTREAM, LLC, a corporation organized under the laws of The Kingdom of the Netherlands Delaware limited liability company (the “CompanyBorrower”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred lender from time to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer, Bank of America, N.A., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, Truist Bank and Xxxxx Fargo Bank, N.A., as Co-Syndication Agents. The Borrower, certain of the Lenders and other financial institutions party thereto as lenders and Bank of America, as administrative agent, swing line lender and letter of credit issuer are parties to that certain Revolving Credit Agreement dated as of December 11, 2018 (the “Existing Credit Agreement”) pursuant to which the lenders thereunder provided a revolving credit facility to the Borrower. The Borrower, the Lenders and the Administrative Agent desire to amend and restate the Existing Credit Agreement on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice A-3 Additional Term Facility Loan Notice B Swing Line Loan Notice C-1 Revolving Note C-2 Term Note C-3 Additional Term Facility Note D Compliance Certificate E Assignment and Assumption C-1 F Guarantee and Collateral Agreement G Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Matters SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6July 15, 20062011, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICESCOINSTAR, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer. The Borrower, certain of the Lenders, the L/C Issuer, the Swing Line Lender, and the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 20, 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009 (as heretofore amended or modified, the “Original Agreement”), pursuant to which certain of the Lenders provide revolving credit loans and term loans, the Swing Line Lender provides swing line loans, and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Borrower has requested that the Original Agreement be amended in certain respects and, in order to do so, that the Original Agreement be amended and restated in its entirety, and the Lenders, the Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Form of. A Request for Credit Extension Committed Loan Notice B Swing Line Loan Notice C Notice of Loan Prepayment D Note E [Reserved] F Compliance Certificate G-1 Assignment and Assumption C-1 Opinion G-2 Administrative Questionnaire H Subsidiary Borrower Request and Assumption Agreement I Subsidiary Borrower Notice J-1-4 Forms of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and U.S. Tax Compliance Certificates K Joinder Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF L Secured Party Designation Notice SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF SECOND AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6April 14, 20062023, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANYCXXXXXXXX TECHNOLOGY CORPORATION, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C IssuersCxxxxxxxx”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” Subsidiary Borrowers (collectivelyas hereinafter defined and, together with Cxxxxxxxx, the “LendersBorrowers” and individuallyand, each a “LenderBorrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer. The Borrowers are party to that certain Axxxxxx and Restated Credit Agreement, dated as of March 26, 2021, among the Borrowers, the Lenders party thereto and Bank of America, N.A., as administrative agent (as the same may have been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Borrowers have requested, and the Administrative Agent, the Lenders party hereto, the Swing Line Lender and the L/C Issuer have agreed, to amend and restate the Existing Credit Agreement and extend certain credit facilities to the Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the provisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension B A-1 Committed Loan Notice A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D CreditE-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L [Reserved] M [Reserved] N 13-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Week Cash Flow Forecast AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6September 7, 20062021, as amended on September 30, 2022, and as further amended on April 21, 2023, among CHICAGO BRIDGE & IRON COMPANY N.V.XXXXX, LLC, a corporation organized under Delaware limited liability company (the laws of The Kingdom of the Netherlands (“Borrower” or the “Company”), the Guarantors named on behalf of itself and as Co-Obligors’ AgentSchedule 1.01 hereto, each Lender from time to time party hereto, each L/C Issuer from time to time party hereto, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE CITIZENS BANK, N.A., as issuers of letters of credit (each Agent, collateral agent and an “L/C Issuer” issuer. The Borrower has requested that the Lenders amend and collectivelyrestated that certain Credit Agreement, dated as of August 21, 2018 (the “Original Credit Agreement”), by and among the Borrower and the Guarantors party thereto, the “Agent, the lenders party thereto, and the other parties thereto. The Agent, the Lenders have indicated their willingness to continue to lend and the L/C Issuers”)Issuers have indicated their willingness to continue to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 parties hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” covenant and individually, a “Lender”), and BANK OF AMERICA, N.A., agree as Administrative Agent.follows:
Appears in 1 contract
Form of. A-1 Committed Loan Notice A-2 Conversion/Continuation Notice A-3 Swing Line Loan Notice A-4 Prepayment Notice A-5 Swing Line Loan Prepayment Notice B [Reserved] C-1 U.S. Dollar Term A Request for Note C-2 Canadian Dollar Term A Note C-3 Term B Note C-4 U.S. Dollar Revolving Credit Extension B Note C-5 Multicurrency Revolving Credit Note D Compliance Certificate E-1 Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the E-2 Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans Questionnaire F Term Note G Subsidiary Incremental Joinder Agreement G-1 through G-4 U.S. Tax Compliance Certificates H Foreign Obligations Guaranty H-1 LOC Application and I U.S. Obligations Guaranty J U.S. Pledge Agreement K U.S. Security Agreement L Canadian Pledge Agreement M Canadian Security Agreement N-1 U.K. Pledge Agreement N-2 Japanese Pledge Agreement (Bank of AmericaAll Obligations) H-2 LOC Application and N-3 Japanese Pledge Agreement (JPMorgan Chase BankForeign Obligations) I Money Market Account N-4 Mexican Pledge Agreement J Parent Guaranty K Allocation (All Obligations) N-5 Mexican Pledge Agreement LETTER OF (Foreign Obligations) N-6 Swedish Pledge Agreement O-1 Borrower Joinder Agreement O-2 SpinCo Joinder Agreement P Estoppel CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6March 26, 20062012, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANYACCO BRANDS CORPORATION, a Delaware corporation (“Holdings”), each of the foregoing being a Wholly-Owned Domestic Subsidiary of Holdings set forth on the Company and hereinafter referred to individually signature pages hereto as a “Co-ObligorU.S. Borrower” (together with Holdings and collectively the each other Domestic Subsidiary of Holdings that becomes a party hereto by execution of a joinder hereto and is designated therein as a “Co-ObligorsU.S. Borrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C IssuersU.S. Borrowers”), the financial institutions having a Credit-Linked Deposit each Canadian Subsidiary of Holdings set forth opposite their names on Schedule 2.01 the signature pages hereto under (together with each other Canadian Subsidiary of Holdings that becomes a party hereto, collectively, the heading “Credit-Linked Deposit” Canadian Borrowers”, and together with any other Foreign Subsidiaries that become a party hereto, collectively, the “Foreign Borrowers”, and the Foreign Borrowers together with the U.S. Borrowers, collectively, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BARCLAYS BANK PLC and BANK OF AMERICA, N.A.MONTREAL, as Administrative Agent.administrative agent (capitalized terms used but not defined in this preamble having the meaning given such terms in Article 1 below). The Borrowers have requested that the Lenders provide a term loan A facility, a term loan B facility, a U.S. Dollar revolving credit facility and a multicurrency revolving credit facility, and the Lenders have indicated their willingness to lend and the L/C Issuer has indicated its willingness to issue letters of credit, in each case, on the terms and subject to the conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Acco Brands Corp)
Form of. A Request for Credit Extension B Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN JOINDER AGREEMENT This LETTER OF CREDIT AND TERM LOAN THIS JOINDER AGREEMENT (this “Agreement”) is entered into as of November 6, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “CompanyJoinder”), on behalf dated as of itself , , is among , a [corporation/limited liability company/partnership/other] (“New Subsidiary”), SUREWEST COMMUNICATIONS, a California corporation (“Borrower”), each Subsidiary of Borrower that is a party to the Credit Agreement as a Guarantor of the Secured Obligations, the Grantors under the Pledge and Security Agreement (as Co-Obligors’ defined in the Credit Agreement), and COBANK, ACB, as Administrative Agent (“Administrative Agent”) under that certain Credit Agreement, dated as of March 2, 2011, among Borrower, the Guarantors party thereto, Administrative Agent, CoBank, ACB, as Issuing Lender, Swingline Lender and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporationLender, and CB&I TYLER COMPANYsuch other Lenders as may from time to time become a party thereto (as amended, modified, extended or restated from time to time, the “Credit Agreement”). All of the defined terms in the Credit Agreement are incorporated herein by reference. Borrower is required by Subsection 2.12 of the Credit Agreement to cause New Subsidiary to become a Delaware corporation (each “Guarantor” and a “Loan Party” thereunder and to become a “Subsidiary Guarantor” and a “Grantor” under the Pledge and Security Agreement. New Subsidiary will obtain benefits as a result of the continued extension of credit to Borrower under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desires to execute and deliver this Joinder. Therefore, in consideration of the foregoing being a Wholly-Owned Subsidiary and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce Lenders to continue to extend credit to Borrower under the Credit Agreement, New Subsidiary, Borrower, each existing Guarantor, each existing Grantor and Administrative Agent, for the benefit of the Company and hereinafter referred to individually Secured Parties, hereby agree as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.follows:
Appears in 1 contract
Form of. A Committed Loan Notice B-1 Bid Request for Credit Extension B B-2 Competitive Bid C Note D Assignment and Assumption C-1 E Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D CreditChief Counsel-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and General Corporate Five-Year Credit Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF AMENDED AND RESTATED FIVE-YEAR CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED FIVE-YEAR CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6December 23, 20062008, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICESMETLIFE, INC., a Delaware corporation, CB&I CONSTRUCTORS. (“MetLife”) and METLIFE FUNDING, INC.. (“Funding”; together with MetLife, a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-ObligorBorrower” and collectively the “Co-ObligorsBorrowers”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.Agent and L/C Issuer. The Borrowers, the Lenders, the L/C Issuer, and the Administrative Agent have heretofore entered into that certain Five-Year Credit Agreement dated as of June 20, 2007 (the “Original Agreement”), pursuant to which the Lenders provide revolving credit loans and competitive bid loans and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Borrowers have requested that the Original Agreement be amended in certain respects and, in order to do so, that the Original Agreement be amended and restated in its entirety, and the Lenders, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended and restated and ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Form of. A Request for Credit Extension A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice B Swing Line Loan Notice C-1 Revolving Note C-2 Term Note D Compliance Certificate E Assignment and Assumption C-1 F Amended and Restated Guarantee and Collateral Agreement G Opinion Matters H Foreign Borrower Request and Assumption Agreement I Foreign Borrower Notice J U.S. Tax Compliance Certificates K Administrative Questionnaire L Secured Party Designation Notice M Notice of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Loan Prepayment THIRD AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF THIRD AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6June 24, 20062014, among CHICAGO BRIDGE & IRON COMPANY N.V.OUTERWALL INC. (f/k/a COINSTAR, INC.), a Delaware corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Cocertain wholly-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary owned Subsidiaries of the Company and hereinafter referred party hereto pursuant to individually as Section 2.18 (each a “Co-ObligorForeign Borrower” and collectively together with the “Co-Obligors”)Company, BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C IssuersBorrowers” and each a “Borrower”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 each lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer. The Company, certain of the Lenders, the L/C Issuer, the Swing Line Lender, and the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 20, 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009, and as further amended and restated by that certain Second Amended and Restated Credit Agreement dated as of July 15, 2011 (as heretofore amended or modified, the “Original Agreement”), pursuant to which certain of the Lenders provide revolving credit loans and term loans, the Swing Line Lender provides swing line loans, and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit from time to time. The Company has requested that the Original Agreement be amended in certain respects and, in order to do so, that the Original Agreement be amended and restated in its entirety, and the Lenders, the Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Samples: Credit Agreement (Outerwall Inc)
Form of. A Request for Credit Extension B Loan Notice B-1 US BorrowersBorrower Note B-2 European Borrower Note C Compliance Certificate D Assignment and Assumption C-1 E Guaranty F Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note Matters G Subsidiary Guaranty H-1 LOC Application Joinder Agreement H US Security and Pledge Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT dated as of August 3, 2010 (as amended by the First Amendment dated as of June 28, 2011, the Second Amendment and Consent dated as of December 29, 2011 and the Third Amendment dated as of May 18, 2012 (the “Third Amendment”), and as may be amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement” or “Agreement”) is entered into as of November 6, 2006), among CHICAGO BRIDGE & IRON COMPANY N.V.IMATION CORP., a Delaware corporation (“Imation”) and IMATION ENTERPRISES CORP., a Delaware corporation (“Enterprises”), (each of Imation and Enterprises is referred to individually herein as a “US Borrower” and collectively as the “US Borrowers”), IMATION EUROPE B.V., a company organized under the laws of The Kingdom of the Netherlands with a corporate seat in Amsterdam, the Netherlands (the “Company”)European Borrower” and together with the US Borrowers, on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C IssuerBorrower” and collectively, the “L/C IssuersBorrowers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 each lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), ) and BANK OF AMERICA, N.A., as Administrative Agent.Agent and L/C Issuer. The Lenders have made available senior secured revolving credit and letter of credit facilities to the Borrowers pursuant to the Existing Credit Agreement. The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement, which shall continue the senior revolving credit and letter of credit facilities to the Borrowers, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension B A-1 Committed Loan Notice A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Compliance Certificate D Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D CreditE-1 Foreign Lender Exemption Certificate E-2 Foreign Lender U.S. Tax Compliance Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate N 13-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Week Cash Flow Forecast DB1/ 123795142.13 AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6September 7, 20062021, among CHICAGO BRIDGE & IRON COMPANY N.V.XXXXX, LLC, a corporation organized under Delaware limited liability company (the laws of The Kingdom of the Netherlands (“Borrower” or the “Company”), the Guarantors named on behalf of itself and as Co-Obligors’ AgentSchedule 1.01 hereto, each Lender from time to time party hereto, each L/C Issuer from time to time party hereto, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE CITIZENS BANK, N.A., as issuers of letters of credit (each Agent, collateral agent and an “L/C Issuer” issuer. The Borrower has requested that the Lenders amend and collectivelyrestated that certain Credit Agreement, dated as of August 21, 2018 (the “Original Credit Agreement”), by and among the Borrower and the Guarantors party thereto, the “Agent, the lenders party thereto, and the other parties thereto. The Agent, the Lenders have indicated their willingness to continue to lend and the L/C Issuers”)Issuers have indicated their willingness to continue to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 parties hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” covenant and individually, a “Lender”), and BANK OF AMERICA, N.A., agree as Administrative Agent.follows:
Appears in 1 contract
Form of. A Request for Credit Extension Loan Notice B Note C Compliance Certificate D Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF FOURTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF FOURTH AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6June 2, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANYSPARTECH CORPORATION, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.Agent and L/C Issuer. The Borrower, various financial institutions and the Administrative Agent (as defined below) are parties to that certain Third Amended and Restated Credit Agreement, dated as of March 3, 2004, as heretofore amended, modified and supplemented from time to time (the “Existing Credit Agreement”). The parties hereto have agreed, subject to the terms hereof, to amend and restate the Existing Credit Agreement so as to, among other things, (a) increase the amount of the revolving credit facility to $300,000,000, (b) amend the pricing, certain covenants and various other provisions of the Existing Credit Agreement and (c) revise the composition of the lender group. The parties hereto intend that this Agreement and the other documents executed in connection herewith not effect a novation of the obligations of the Borrower under the Existing Credit Agreement, but merely a restatement and, where applicable, an amendment of the terms governing such obligations. In consideration of the mutual covenants and agreements herein contained, the Existing Credit Agreement is amended and restated in its entirety, and the parties hereto covenant and agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Spartech Corp)
Form of. A Request for Credit Extension Committed Loan Notice B Swing Line Loan Notice C Notice of Loan Prepayment D Note E Monthly Report F Compliance Certificate G-1 Assignment and Assumption C-1 Opinion G-2 Administrative Questionnaire H Subsidiary Borrower Request and Assumption Agreement I Subsidiary Borrower Notice J-1-4 Forms of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and U.S. Tax Compliance Certificates K Joinder Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF L Secured Party Designation Notice AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6March 26, 20062021, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANYCXXXXXXXX TECHNOLOGY CORPORATION, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C IssuersCxxxxxxxx”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” Subsidiary Borrowers (collectivelyas hereinafter defined and, together with Cxxxxxxxx, the “LendersBorrowers” and individuallyand, each a “LenderBorrower”), the Guarantors (as hereinafter defined), the Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent., Swing Line Lender and L/C Issuer. The Borrowers are party to that certain Credit Agreement, dated as of March 31, 2017, among the Borrowers, the Lenders party thereto and Bank of America, N.A., as administrative agent (as the same may have been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”). The Borrowers have requested, and the Administrative Agent, the Lenders party hereto, the Swing Line Lender and the L/C Issuer have agreed, to amend and restate the Existing Credit Agreement and extend certain credit facilities to the Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the provisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request CONVERSION NOTICE TO: ALLIANT TECHSYSTEMS INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into shares of Common Stock of Alliant Techsystems Inc. in accordance with the terms of the Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for Credit Extension B Assignment fractional shares and Assumption C-1 Opinion of Internal Counsel any Notes representing any unconverted principal amount hereof, be issued and delivered to the Company C-2 Opinion registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of Txxxxx Xxxx & Priest LLP C-3 Opinion this Note not converted are to be issued in the name of Netherlands Counsel a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the Company C-4 Opinion undersigned on account of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion Interest, if any, accompanies this Note. Dated: Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of Internal Counsel to the Administrative Note Registrar, which requirements include membership or participation in the Security Transfer Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT Medallion Program (“AgreementSTAMP”) is entered into or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of November 61934, 2006as amended. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, among CHICAGO BRIDGE & IRON COMPANY N.V.and Notes if to be delivered, a corporation organized under other than to and in the laws of The Kingdom name of the Netherlands registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: ALLIANT TECHSYSTEMS INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Alliant Techsystems Inc. (the “Company”)) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Note, on behalf of itself and as Co-Obligors’ Agentor the portion thereof (which is $1,000 or a multiple thereof) below designated, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each in accordance with the terms of the foregoing being Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: ALLIANT TECHSYSTEMS INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a Wholly-Owned Subsidiary notice from Alliant Techsystems Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company Repurchase Date pursuant to the terms and hereinafter referred conditions specified in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit be repurchased (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.if less than all): Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Samples: Registration Rights Agreement (Alliant Techsystems Inc)
Form of. A Request for Credit Extension B A-1 U. S. Committed Loan Notice A-2 Canadian Committed Loan Notice A-3 Euro Committed Loan Notice A-4 Yen Committed Loan Notice A-5 KRW Committed Loan Notice B-1 U.S. Swing Line Loan Notice B-2 Euro Swing Line Notice C Compliance Certificate D Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans Parent Guaranty F Term Note G Subsidiary Guaranty H-1 LOC Application and G-1 ProLogis Pledge Agreement (Bank of America) H-2 LOC Application and G-2 Subsidiary Pledge Agreement (JPMorgan Chase Bank) H-0 Xxxxxxxxxxxx Xxxxxxxx X-0 XXX Addendum I Money Market Account Borrower’s Accession Agreement J Parent Guaranty Joinder Agreement K Allocation Increase Certificate vii Global Senior Credit Agreement LETTER OF GLOBAL SENIOR CREDIT AND TERM LOAN AGREEMENT This LETTER OF GLOBAL SENIOR CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November October 6, 20062005, among CHICAGO BRIDGE & IRON COMPANY N.V.PROLOGIS, a corporation organized under the laws of The Kingdom of the Netherlands Maryland real estate investment trust (the “CompanyProLogis”), on behalf of itself Initial Affiliate Borrowers, each Eligible Affiliate that becomes a borrower hereunder pursuant to Section 8.11 (individually, an “Additional Affiliate Borrower” and as Co-Obligors’ Agentcollectively, “Additional Affiliate Borrowers;” ProLogis, Initial Affiliate Borrowers, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to Additional Affiliate Borrowers are individually as called a “Co-ObligorBorrower” and collectively the called “Co-ObligorsBorrowers”), Lenders (defined below), BANK OF AMERICA, N.A., as Global Administrative Agent, Collateral Agent, U.S. Funding Agent, U.S. Swing Line Lender, and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “a U.S. L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., acting through its Canada branch, as Administrative Canadian Funding Agent and a Canadian L/C Issuer, ABN AMRO BANK N.V., as Global Syndication Agent., Euro Funding Agent, Euro Swing Line Lender, and a Euro L/C Issuer, and SUMITOMO MITSUI BANKING CORPORATION, as Yen Funding Agent, KRW Funding Agent, and a Yen L/C Issuer. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for JOINDER AGREEMENT This Joinder Agreement (the “Joinder”) is dated as of ______________, ____ (the “Effective Date”) and is entered into by and between [Insert name of Lender] (the “Lender”) and Xxxxx Fargo Bank, National Association (the “Administrative Agent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Restated 5-Year Revolving Credit Extension B Assignment and Assumption C-1 Opinion Agreement dated as of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to March 31, 2011 among Pioneer Natural Resources Company, the Administrative Agent C-6 Opinion of Special Counsel and the lenders and other agents party thereto (as amended, supplemented or otherwise modified from time to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6time, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “CompanyCredit Agreement”), receipt of a copy of which is hereby acknowledged by the Lender. The Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder and to commit to its Commitment on behalf the basis of itself which it has made such analysis and as Co-Obligors’ decision independently and without reliance on the Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Joinder is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Lender; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporationor any other Lender, and CB&I TYLER COMPANYbased on such documents and information as it shall deem appropriate at the time, a Delaware corporation continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (each ii) it will perform in accordance with their terms all of the foregoing being a Wholly-Owned Subsidiary obligations which by the terms of the Company and hereinafter referred Loan Documents are required to individually be performed by it as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A.Lender. This Joinder shall be binding upon, and JPMORGAN CHASE inure to the benefit of, the parties hereto and their respective successors and assigns. This Joinder may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Joinder by telecopy shall be effective as delivery of a manually executed counterpart of this Joinder. This Joinder shall be governed by, and construed in accordance with, the law of the State of Texas. LENDER [NAME OF LENDER] By: ________________________________________ Name: Title: ADMINISTRATIVE AGENT XXXXX FARGO BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” NATIONAL ASSOCIATION By: _____________________________________________ Name: Title: Consented to: PIONEER NATURAL RESOURCES COMPANY By: ______________________________________________ Name: Title: Exhibit G - 2 Second Amended and collectively, the “L/C Issuers”), the financial institutions having a CreditRestated 5-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.Year Revolving Credit Agreement
Appears in 1 contract
Form of. A Request for Credit Extension Committed Loan Notice B Swing Line Loan Notice C-1 Revolving Note C-2 Swing Line Note C-0 Xxxxxxxx Xxxx Xxxx X-0 Xxx Xxxx Note D Compliance Certificate E Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF Unencumbered Pool Report REVOLVING CREDIT AND TERM LOAN AGREEMENT This LETTER OF REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) is entered into as of November 6July 21, 2006, 2014 by and among CHICAGO BRIDGE & IRON COMPANY N.V.AGREE LIMITED PARTNERSHIP, a corporation organized under the laws of The Kingdom of the Netherlands Delaware limited partnership (the “CompanyBorrower”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred Loan Parties from time to individually as a “Co-Obligor” and collectively the “Co-Obligors”)time party hereto, BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICAPNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer, with PNC CAPITAL MARKETS LLC and CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, PNC CAPITAL MARKETS LLC and SUNTRUST RXXXXXXX XXXXXXXX, INC., as Joint Lead Arrangers and Joint Book Managers for the New Term Loan Facility, PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Book Manager for the Existing Term Loan Facility, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent for the Revolving Credit Facility, SUNTRUST BANK, as Syndication Agent for the New Term Loan Facility, and BMO CAPITAL MARKETS, as Syndication Agent for the Existing Term Loan Facility. Certain of the Lenders and other financial institutions have made available to the Borrower a revolving facility in the amount of $85,000,000 on the terms and conditions contained in that certain Credit Agreement dated as of October 26, 2011 (as amended and in effect immediately prior to the date hereof, the “Existing Revolving Credit Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and Bank of America, N.A., as Administrative Agent., and the other parties thereto; Certain of the Lenders and other financial institutions have made available to the Borrower a term loan facility in the amount of $35,000,000 on the terms and conditions contained in that certain Term Loan Agreement dated as of September 30, 2013 (as amended and in effect immediately prior to the date hereof, the “Existing Term Loan Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and PNC Bank, National Association, as Administrative Agent, and the other parties thereto; and The Borrower has requested that the Lenders amend and restate the Existing Term Loan Agreement (a) to replace the Existing Revolving Credit Agreement and (b) to make available to the Borrower credit facilities in an aggregate initial amount of $250,000,000, which will include the existing $35,000,000 term loan facility, a new $65,000,000 7-year term loan facility and a $150,000,000 revolving credit facility, all on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant, and agree that the Existing Term Loan Agreement is amended and restated in its entirety, as follows:
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Form of. A Request for Credit Extension B Exhibit A-1 New Vehicle Floorplan Committed Loan Notice Exhibit A-2 Used Vehicle Floorplan Committed Loan Notice Exhibit B-1(a) New Vehicle Floorplan Swing Line Loan Notice (Borrowing) Exhibit B-1(b) New Vehicle Floorplan Swing Line Loan Notice (Conversion) Exhibit B-2 Used Vehicle Floorplan Swing Line Loan Notice Exhibit C Note Exhibit D Assignment and Assumption C-1 Opinion of Internal Counsel to the Exhibit E Second Amended and Restated Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans Guaranty Exhibit F Term Note G Second Amended and Restated Subsidiary Guaranty H-1 LOC Application Exhibit G Compliance Certificate Exhibit H Floorplan Joinder Agreement Exhibit I Used Vehicle Borrowing Base Certificate Exhibit J Third Amended and Restated Security Agreement (Bank Exhibit K New Vehicle Borrower Notice Exhibit L Opinion Matters Exhibit M Master Intercreditor Agreement Exhibit Q Forms of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF U.S. Tax Compliance Certificates Exhibit R Conversion Notice SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AND TERM LOAN AGREEMENT This LETTER OF SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6July 23, 20062014, among CHICAGO BRIDGE & IRON COMPANY N.V.SONIC AUTOMOTIVE, INC., a Delaware corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary certain Subsidiaries of the Company and hereinafter referred party hereto pursuant to individually as Section 2.19(each a “Co-ObligorNew Vehicle Borrower”, and together with the Company, the “Borrowers” and collectively the each individually a “Co-ObligorsBorrower”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 lender from time to time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent., New Vehicle Swing Line Lender and Used Vehicle Swing Line Lender, and BANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties referenced below). The Company, certain Subsidiaries of the Company party thereto, certain of the Lenders (the “Existing Lenders”) and the Administrative Agent entered into that certain Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 8, 2011, as amended by that certain Amendment No. 1 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of April 19, 2012, that certain Amendment No. 2 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of March 14, 2013, that certain Amendment No. 3 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 31, 2013, and that certain Amendment No. 4 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of February 12, 2014 (and as further amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of the Existing Lenders agreed to make a revolving new vehicle floorplan facility and a revolving used vehicle floorplan facility available to certain of the Borrowers in accordance with the terms thereof. The Company has requested that the Lenders amend and restate the Existing Credit Agreement in order to continue to provide a revolving credit facility and extend the maturity thereof and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension Revolving Loan Notice B Swing Line Loan Notice C Revolving Note D Compliance Certificate E Assignment and Assumption C-1 F Guaranty G Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Matters H Borrowing Base Certificate I Swing Line Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF FIRST AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT This LETTER OF FIRST AMENDED AND RESTATED CREDIT AND TERM LOAN AGREEMENT (“Agreement”) is entered into as of November 6May 16, 2006, among CHICAGO BRIDGE & IRON COMPANY N.V.MERITAGE HOMES CORPORATION, a Maryland corporation organized under the laws of The Kingdom of the Netherlands (the “CompanyBorrower”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred lender from time to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”), the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 time party hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), GUARANTY BANK, as Administrative Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Co-Documentation Agents. The Borrower, various financial institutions and the Administrative Agent.Agent (as defined below) are parties to that certain Credit Agreement, dated as of December 12, 2002, as heretofore amended, modified and supplemented from time to time (the “Existing Credit Agreement”). The parties hereto have agreed, subject to the terms hereof, to amend and restate the Existing Credit Agreement for the purpose of, among other things, (a) increasing the amount of the revolving credit facility to $800,000,000, (b) amending the pricing, certain covenants and various other provisions of the Existing Credit Agreement and (c) revising the composition of the lender group. The parties hereto intend that this Agreement and the other documents executed in connection herewith not effect a novation of the obligations of the Borrower under the Existing Credit Agreement, but merely effect a restatement and, where applicable, an amendment of the terms governing such obligations. In consideration of the mutual covenants and agreements herein contained, the Existing Credit Agreement is hereby amended and restated in its entirety, and the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Request for Credit Extension A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Swing Line Loan Notice C-1 Committed Loan Note C-2 Swing Line Note D Compliance Certificate E Assignment and Assumption C-1 Opinion of Internal Counsel to the Company C-2 Opinion of Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked F Borrowing Base Certificate G [reserved] H Junior Subordinated Seller Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and I Collateral Access Agreement (Bank of America) H-2 LOC Application and J Joinder Agreement (JPMorgan Chase Bank) I Money Market K DDA Notification L Credit Card Notification M Blocked Account Agreement J Parent Guaranty K Allocation Agreement LETTER OF N Senior Subordinated Seller Note O General Notice CREDIT AND TERM LOAN AGREEMENT This LETTER OF CREDIT AND TERM LOAN AGREEMENT (“this "Agreement”") is entered into as of November 6September 30, 20062009, among CHICAGO BRIDGE BXXXXX & IRON COMPANY N.V., a corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICESNOBLE, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company and hereinafter referred to individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each an “L/C Issuer” and collectively, the “L/C Issuers”"Lead Borrower"), the financial institutions having a Credit-Linked Deposit set forth opposite their names Persons signatory hereto as borrowers and named on Schedule 2.01 1.01 hereto under (collectively, together with the heading “Credit-Linked Deposit” Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the "Borrowers"), the Persons signatory hereto as guarantors and named on Schedule 1.02 hereto (collectively, together with such other Persons as may be joined as a guarantor from time to time in accordance herewith, the "Guarantors"), each lender from time to time party hereto (collectively, the “"Lenders” and individually, a “Lender”"), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A. and WXXXX FARGO RETAIL FINANCE, LLC, as Co- Syndication Agents, SUNTRUST BANK and US BANK, NATIONAL ASSOCIATION., as Co- Documentation Agents, and REGIONS BANK and SOVEREIGN BANK, as Co-Senior Managing Agents. The Borrowers have requested that the Lenders provide a revolving credit facility, and the Lenders have indicated their willingness to lend and the LC Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
