INDEX OF SCHEDULES AND EXHIBITS. Schedules
INDEX OF SCHEDULES AND EXHIBITS. Annexes Annex I Lenders; Commitments; Lending Offices Exhibits Exhibit 2.1(b) Form of Note Exhibit 2.2(a)(i) Form of Notice of Borrowing Exhibit 2.8(d)(i) Form of Section 2.8(d)(i) Certificate Exhibit 3.2(a) Form of Letter of Credit Request Exhibit 4.3(a) Form of Notice of Continuation Exhibit 4.3(b) Form of Notice of Conversion Exhibit 5.1(a)(ii) Form of Subsidiary Guaranty Exhibit 5.1(a)(iii) Form of Security Agreement Exhibit 5.12(b)(i) Form of Perfection Certificate Exhibit 5.1(f)(iv) Form of Intercreditor Agreement Exhibit 7.1(d) Form of Leverage Certificate Exhibit 7.2(a) Form of Compliance Certificate Exhibit 7.2(g) Form of Borrowing Base Certificate Exhibit 12.8(c) Form of Assignment and Assumption Agreement Schedules Schedule 1.1(a) Business and Collateral Locations Schedule 1.1(b) Consolidated EBITDA Schedule 1.1(c) Permitted Subordinated Debt Provisions Schedule 3.9 Letter of Credit Outstanding on the Closing Date Schedule 6.5(a) Pro Forma Balance Sheet Schedule 6.5(d) Projections Schedule 6.10 ERISA; Foreign Pension Plans Schedule 6.11(c) Owned and Leased Real Property Schedule 6.14 Capitalization of Company Schedule 6.15 Subsidiaries Schedule 6.24 Accounts Schedule 7.8 Insurance Schedule 8.1(c) Existing Liens Schedule 8.2(j) Indebtedness to Remain Outstanding Schedule 8.7 Existing Investments and Acquisitions Schedule 12.3 Notice Addresses. REVOLVING CREDIT AGREEMENT THIS REVOLVING CREDIT AGREEMENT is dated as of June 27, 2006 and is made by and among Texas Petrochemicals LP, a Texas limited partnership (“Company”), Texas Butylene Chemical Corporation, a Texas corporation (“Texas Butylene” and together with the Company, the “Borrowers” with the Company acting in its capacity as Funds Administrator for the Borrowers), the undersigned financial institutions, including Deutsche Bank Trust Company Americas, in their capacities as lenders hereunder (collectively, the “Lenders,” and each individually, a “Lender”), Deutsche Bank Trust Company Americas, as administrative agent (“Administrative Agent”) for the Lenders, and LaSalle Bank National Association, as Collateral Agent (as defined herein).
INDEX OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.1(p) Management, Retention and Sale Bonuses; Other Closing Date Current Liabilities Schedule 1.1(q) Closing Date Working Capital Schedule 1.1(w) Rebuild Schedule 1.1(y) Deferred Revenue Schedule 1.1(ee) Discounts and Promotions Schedule 1.1(jj) Additional Excluded Liabilities Schedule 1.1(lll) Material Consents Schedule 1.1(ppp)(1) Operating Cash Flow Adjustments — Force Majeure Events Schedule 1.1(ppp)(2) Operating Cash Flow Adjustments — Other Adjustments Schedule 1.1(gggg) Reference Accounting Principles Schedule 1.1(llll) Retained Programming Agreements Schedule 2.2(e) Retained Intellectual Property Rights Schedule 2.2(i) Transferred Assets Schedule 3.2(d) Tax Matters Schedule 4.1 Joint Venture Existence Schedule 4.2(b) Company Required Consents Schedule 4.3(f) Certain Changes Schedule 4.3(g) Certain Liabilities Schedule 4.4(b) Sufficiency of Assets Schedule 4.5(a) System Information Schedule 4.5(b) Rates and FCC Compliance Schedule 4.5(c) Copyright Registrations Schedule 4.5(d) Towers and Tower Leases Schedule 4.6 Franchises and Other Governmental Authorizations Schedule 4.7 Pole Attachment and Utility Agreement Schedule 4.8(a) Owned Real Property Schedule 4.8(b) Leases Schedule 4.9 Other Material Contracts Schedule 4.10 Employee Matters Schedule 4.11 Litigation Schedule 4.12 Taxes Schedule 4.13 Compliance with Laws Schedule 4.14 Insurance Schedule 4.16 Affiliate Transactions Schedule 4.17 Intellectual Property Schedule 4.18 Brokers’ Fees Schedule 5.2(c) Consents Schedule 5.1(f) Brokers’ Fees Schedule 5.2(d) Century Liens Schedule 5.2(e) Century Litigation Schedule 5.2(f) Brokers’ Fees Schedule 7.5 Tax Matters Schedule 7.6 Certain Employees of Sellers and Sellers’ Affiliates Schedule 7.8 Change of Business Name Schedule 7.12 Continuity of Operations Schedule 7.13 Rebuild Schedule 7.15(c)(iii) Additional Programming Agreements Schedule 7.22 Stand-Alone Conversion Schedule 9.6(a) Allocations Exhibits Exhibit A Intentionally Omitted Exhibit B Intentionally Omitted Exhibit C Transition Services Schedule of Services Exhibit D Intentionally Omitted Exhibit E 2005 Budget Exhibit F 2003 Unaudited Historical Financials Exhibit G Unaudited 2004 Financials Exhibit H Example of Closing Date Working Capital Calculation Exhibit I Example of Equivalent Subscribers Calculation Exhibit J Example of Operating Cash Flow Calculation Exhibit K Form of Investor Guaranty of Deferred Purchase Price INTEREST ACQUISITION AGREEMENT THIS INTEREST ACQUISITION...
INDEX OF SCHEDULES AND EXHIBITS. Schedule A Ceding Company Separate Accounts Exhibit 1 Form of Policyholder Notice Exhibit 2 Form of Certificate of Assumption ASSUMPTION REINSURANCE AGREEMENT THIS ASSUMPTION REINSURANCE AGREEMENT (this “Agreement”) is made and entered into on January1, 2024 by and between Equitable Financial Life Insurance Company, a New York-domiciled insurance company (the “Ceding Company”), and Equitable Financial Life Insurance Company of America, an Arizona -domiciled insurance company (the “Assuming Company”). For purposes of this Agreement, the Ceding Company and the Assuming Company shall each be deemed a “Party” and together the “Parties.”
INDEX OF SCHEDULES AND EXHIBITS. Exhibits Exhibit 2.1(b)(i)-1 Form of Letter of Credit Exhibit 2.1(b)(i)-2 Form of Letter of Credit Request Exhibit 2.2(a) Form of Term Note Exhibit 2.5 Form of Notice of Borrowing Exhibit 2.6 Form of Notice of Conversion or Continuation Exhibit 4.6(d) Form of Section 4.6(d)(i) Certificate
INDEX OF SCHEDULES AND EXHIBITS. Exhibits Exhibit 2.1(c) Form of Swing Line Loan Participation Certificate Exhibit 2.2(a)(1) Form of Term Note Exhibit 2.2(a)(2) Form of Revolving Note Exhibit 2.5 Form of Notice of Borrowing Exhibit 2.6 Form of Notice of Conversion or Continuation Exhibit 2.10(c) Form of Notice of Issuance Exhibit 2A.2(a) Form of Canadian Revolving Note Exhibit 2A.5 Form of Notice of Canadian Borrowing Exhibit 2A.6 Form of Notice of Canadian Conversion or Continuation Exhibit 4.7(d) Form of Section 4.7(d)(i) Certificate Exhibit 5.1(a)(ii) Form of U.S. Guarantee Agreement Exhibit 5.1(a)(iii)(A) Form of U.S. Security Agreement Exhibit 5.1(a)(iii)(B)(I) Form of U.S. Shared Pledge Agreement Exhibit 5.1(a)(iii)(B)(II) Form of U.S. Bank Pledge Agreement Exhibit 5.1(a)(iv)(A) Form of Non-U.S. Guarantee Agreement Exhibit 5.1(a)(iv)(B) Form of Crown Développement Parent Guarantee Exhibit 5.1(a)(v) Form of Euro Bank Pledge Agreement Exhibit 5.1(a)(vii)(A) Form of U.S. Indemnity, Subrogation and Contribution Agreement Exhibit 5.1(a)(viii)(A) Form of Euro Intercreditor Agreement Exhibit 5.1(a)(viii)(B) Form of Sharing Agreement Exhibit 5.1(a)(viii)(C) Form of Receivables Intercreditor Agreement Exhibit 5.1(a)(viii)(D) Form of U.S. Intercreditor Agreement Exhibit 5.1(d)(i) Form of Opinion of Counsel Exhibit 5.1(d)(ii) Form of Opinion of Non-U.S. Counsel Exhibit 5.1(e)(i) Form of Officer’s Certificate Exhibit 5.1(e)(ii) Form of Secretary’s Certificate Exhibit 5.1(e)(iv) Form of Solvency Certificate Exhibit 7.2(a) Form of Compliance Certificate Exhibit 12.1(c) Form of Joinder Agreement Exhibit 12.8(c) Form of Assignment and Assumption Agreement
INDEX OF SCHEDULES AND EXHIBITS. Schedule 1 Rollover Shares, Rollover Options and Cash Contribution Exhibit A-1 Confidential Investment Qualification Questionnaire Exhibit A-2 Confidential Purchaser Representative Questionnaire Exhibit B-1 Form of Stockholders Agreement Exhibit B-2 Description of Series A Preferred Stock Exhibit B-3 Description of Series B Preferred Stock Exhibit C Form of Amendment to Employment Agreement Exhibit D Example of Option Assumption and Amendment
INDEX OF SCHEDULES AND EXHIBITS. 72 PURCHASE AND SALE AGREEMENT PURCHASE AND SALE AGREEMENT, made and entered into as of March 14, 2003, by and among INSIGNIA FINANCIAL GROUP, INC., a Delaware corporation ("Insignia"), INSIGNIA/ESG, INC., a Delaware corporation ("IESG"), INSIGNIA RESIDENTIAL GROUP, LLC, a Delaware limited liability company ("IRG"), INSIGNIA IP INC., a Delaware corporation ("Insignia IP" and, collectively with Insignia, IESG and IRG, the "Seller Parties") and MONTAUK BATTERY REALTY, LLC, a New York limited liability company ("Buyer").
INDEX OF SCHEDULES AND EXHIBITS. SCHEDULES: Schedule 2.01 Commitments and Pro Rata Shares Schedule 6.05 Litigation Schedule 6.07 ERISA Compliance Schedule 6.12 Environmental Matters Schedule 6.16 Copyrights, Patents, Trademarks Schedule 6.17 Capitalization; Subsidiaries Schedule 6.18 Insurance Coverage Schedule 8.01 Permitted Liens Schedule 8.04 Investments Schedule 8.05 Permitted Debt Schedule 8.07 Contingent Obligations Schedule 12.02 Agent’s Payment Office; Lending Offices; Addresses for Notices EXHIBITS: Exhibit A - Form of Notice of Borrowing Exhibit A-1 - Form of Swing Line Loan Notice Exhibit B - Form of Notice of Conversion or Continuation Exhibit C - Compliance Certificate Exhibit D - Form of Assignment and Acceptance Exhibit E - Form of Opinion of Borrowers’ Counsel SCHEDULE 2.01 COMMITMENTS AND PRO RATA SHARES LENDER REVOLVING LOAN COMMITMENT PRO RATA SHARE XXXXX FARGO BANK, NATIONAL ASSOCIATION $25,000,000 100% SCHEDULE 6.05 LITIGATION None SCHEDULE 6.07 ERISA COMPLIANCE No exceptions SCHEDULE 6.12 ENVIRONMENTAL MATTERS Location Description Canton, Ohio US EPA RCRA Corrective Action Hurst, Texas TCEQ Consent Order – Groundwater Compliance Tulsa, Oklahoma ODEQ Non-Active CERCLA matter Xxxxxxxx, Illinois IEPA Non-Active matter Texas City, Texas NPL Site –deminimus settlement reached SCHEDULE 6.16 COPYRIGHTS, PATENTS, TRADEMARKS (Claims) None SCHEDULE 6.17 CAPITALIZATION; SUBSIDIARIES PLEDGED STOCK NAME OF ISSUER NAME OF REGISTERED OWNER STOCK CERTIFICATE NUMBER NUMBER OF SHARES PAR VALUE PER SHARE PERCENT OWNED NAGALV-OHIO, INC. NORTH AMERICAN GALVANIZING COMPANY 1 100 .01 100% NORTH AMERICAN GALVANIZING COMPANY NORTH AMERICAN GALVANIZING & COATINGS, INC. 1 100 .01 100% PREMIER COATINGS, INC. NORTH AMERICAN GALVANIZING COMPANY 3 1000 .10 100% XXXXXX GALVANIZING COMPANY-KANSAS CITY NORTH AMERICAN GALVANIZING COMPANY 2 1000 1.00 100% REINFORCING SERVICES, INC. NORTH AMERICAN GALVANIZING COMPANY 2 1000 1.00 100% NAGALV - WV, INC. NORTH AMERICAN GALVANIZING COMPANY 1 100 .01 100% SCHEDULE 6.18 INSURANCE MATTERS Coverage Carrier Policy Term Limit Property Xxxxxxx Insurance Company 12-31-08 to 12-31-09 Real Property Business Personal Property Loss of Business Income Employment Practices Liability St. Xxxx Mercury 06-22-08 To 06-22-09 Limit of Liability SCHEDULE 8.01 PERMITTED LIENS DEBTOR SECURED PARTY JURISDICTION TYPE OF FILING FILING INFORMATION DESCRIPTION OF COLLATERAL NORTH AMERICAN GALVANIZING COMPANY TOYOTA MOTOR CREDIT CORPORATION DELAWARE UCC-1 6370213 1 ONE (1) NEW TOYOTA F...
INDEX OF SCHEDULES AND EXHIBITS. Annexes Annex I Lenders; Commitments; Lending Offices Exhibits
