LIST OF EXHIBITS AND SCHEDULES. Exhibit A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Schedule 1.1 Commitments of Lenders Schedule 1.2 Pre-Closing Financial Information Schedule 1.3 Material Contracts Schedule 1.4 Pledged Foreign Subsidiaries Schedule 7.8 Foreign Intellectual Property Filings Schedule 8.5 Deposit Accounts Schedule 8.6.1 Collateral Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.5 Former Names and Companies Schedule 9.1.12 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.15 Environmental Matters Schedule 9.1.16 Restrictive Agreements Schedule 9.1.17 Litigation Schedule 9.1.19 Pension Plans Schedule 9.1.21 Labor Contracts Schedule 9.1.9. Surety Obligations Schedule 10.2.1 Existing Debt Schedule 10.2.2 Existing Liens Schedule 10.2.8 Restrictions on Payment of Certain Debt - from Paper Group Sale Schedule 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of February 22, 2008, among BOISE CASCADE, L.L.C., a Delaware limited liability company (“Boise Cascade”), BOISE BUILDING SOLUTIONS DISTRIBUTION, L.L.C., a Delaware limited liability company (“Boise Distribution”) and BOISE BUILDING SOLUTIONS MANUFACTURING, L.L.C., a Delaware limited liability company (“Boise Manufacturing”, and together with Boise Cascade and Boise Distribution, collectively, “Borrowers”), BOISE BUILDING SOLUTIONS MANUFACTURING HOLDINGS CORP., a Delaware corporation (“Boise Manufacturing Holding”), BC CHILE INVESTMENT CORPORATION, a Delaware corporation (“BC Chile Investment”), and BC BRAZIL INVESTMENT CORPORATION, a Delaware corporation (“BC Brazil Investment”, and together with Boise Manufacturing Holding and BC Chile Investment], collectively, “Initial Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”) and BANK OF AMERICA, N.A., a national banking association, as agent for Lenders (in such capacity, “Agent”).
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note Exhibit B Form of Class A Warrants Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E1 Form of Lockup Agreement Exhibit E2 and E3 Form of Employee Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(h) Litigation Schedule 5(k) Solvency Schedule 5(l) Defaults Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(p)(v) Negative Covenants Schedule 9(l) Intellectual Property Schedule 9(v) Lockup Providers Schedule 11.1 Securities to be Registered Schedule 12(a) Excepted Issuances Exhibit A Form of Convertible Promissory Note NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $ Issue Date: February ___, 2011 SECURED CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, ATTITUDE DRINKS, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of (the “Holder”), address at, without demand, the sum of up to __________ ($______.00) (“Principal Amount”), with interest accruing thereon, on July 15, 2012 (the “Maturity Date”), if not sooner paid or modified as permitted herein. This Note has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”) for an aggregate Principal Amount of up to $400,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meani...
LIST OF EXHIBITS AND SCHEDULES. Exhibits
LIST OF EXHIBITS AND SCHEDULES. EXHIBIT A-1 Form of Class A-1 Certificate EXHIBIT A-2 Form of Class A-2 Certificate EXHIBIT A-3 Form of Class A-3 Certificate EXHIBIT A-4 Form of Class A-AB Certificate EXHIBIT A-5 Form of Class A-4 Certificate EXHIBIT A-6 Form of Class A-1A Certificate EXHIBIT A-7 Form of Class XW Certificate EXHIBIT A-8 Form of Class A-MFX Certificate EXHIBIT A-9 Form of Class A-J Certificate EXHIBIT A-10 Form of Class B Certificate EXHIBIT A-11 Form of Class A-MFL Certificate EXHIBIT A-12 Form of Class C Certificate EXHIBIT A-13 Form of Class D Certificate EXHIBIT A-14 Form of Class E Certificate EXHIBIT A-15 Form of Class F Certificate EXHIBIT A-16 Form of Class G Certificate EXHIBIT A-17 Form of Class H Certificate EXHIBIT A-18 Form of Class J Certificate EXHIBIT A-19 Form of Class K Certificate EXHIBIT A-20 Form of Class L Certificate EXHIBIT A-21 Form of Class M Certificate EXHIBIT A-22 Form of Class N Certificate EXHIBIT A-23 Form of Class O Certificate EXHIBIT A-24 Form of Class P Certificate EXHIBIT A-25 Form of Class Q Certificate EXHIBIT A-26 Form of Class V Certificate EXHIBIT A-27 Form of Class R-I Certificate EXHIBIT A-28 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H Form of Request for Review EXHIBIT I Form of Notice Regarding Purchase Option Exercise EXHIBIT J Form of Notice and Certification Regarding Defeasance of Mortgage Loan EXHIBIT K Form of Certification to be Provided with Form 10-K EXHIBIT L Form of Certification to be Provided to Depositor EXHIBIT M Form of Confidentiality Agreement EXHIBIT N Form of Regulation S Certificate EXHIBIT O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period EXHIBIT Q Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements in Effect as of the Closing Date ...
LIST OF EXHIBITS AND SCHEDULES. Exhibits -------- Exhibit A - Notice of Borrowing Exhibit B - Joinder Agreement Exhibit C - Compliance Certificate Exhibit D - ACS Subordination Agreement Exhibit E - Affiliate Subordination Agreement Exhibit F - Stratford Subordination Agreement Exhibit G - Acquisition Report Exhibit H - Acquisition Compliance Certificate Exhibit I - Landlord's Agreement Exhibit J - Lender Addition Agreement Exhibit K - Pledge Agreement Exhibit L - Security Agreement Exhibit M - Seller Subordination Agreement Exhibit N - Environmental Indemnity Agreement Exhibit O - Notes Schedules --------- Schedule 3.1 - Indebtedness Schedule 3.2 - Liens Schedule 3.3 - Investments Schedule 3.4 - Contingent Obligations Schedule 3.8 - Transactions with Affiliates Schedule 5.4(A) - Jurisdictions of Organization Schedule 5.4(B) - Capitalization Schedule 5.4(D) - Foreign Qualifications Schedule 5.6 - Intellectual Property Schedule 5.7 - Investigations and Audits Schedule 5.8 - Employee Matters Schedule 5.13 - Environmental Matters Schedule 7.1 - Closing Date Mortgaged Properties Schedule 10.1 - Existing Sellers and Seller Debts
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collater...
LIST OF EXHIBITS AND SCHEDULES. Exhibits:
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Form of Note Exhibit B Form of Class A Warrant Exhibit C Escrow Agreement Exhibit D Merger Documents Exhibit E Super 8-K Exhibit F Form of Security Agreement Exhibit G Form of Guaranty Exhibit H Form of Legal Opinion Exhibit I Form of Audit Opinion Exhibit J Form of Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 9(p)(iv) Transactions with Principals Schedule 9(x) Lockup Providers Schedule 12(a) Excepted Issuances Schedule 13 Bridge Notes SCHEDULE 1 SUBSCRIBER AND ADDRESS PRINCIPAL AMOUNT CLASS A WARRANT FLM HOLDINGS LLC 0 Xxx Xxxxx Xxxx Holmdel, New Jersey 07733 DOUBLE U MASTER FUND L.P. Xxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx, XXX SCHEDULE 9(x) [MUST INCLUDE ALL OFFICERS, DIRECTORS AND BENEFICIAL HOLDERS OF 10% OR MORE COMMON STOCK] SCHEDULE 13 BRIDGE NOTES BRIDGE NOTEHOLDER ISSUE DATE PRINCIPAL OUTSTANDING BRIDGE DEBT FLM HOLDINGS LLC 0 Xxx Xxxxx Xxxx Holmdel, New Jersey 07733 DOUBLE U MASTER FUND L.P. Xxxxxxx Xxxxx, Xxxxxxxxxx Xxxxx Xxxx Xxxx, Xxxxxxx, XXX
LIST OF EXHIBITS AND SCHEDULES. Exhibit A — Form of Assignment and Acceptance Exhibit B — Form of Note Exhibit B-1 — Form of Designated Bank Note Exhibit C — Form of Notice of Committed Borrowing Exhibit D — Form of Notice of Conversion/Continuation Exhibit E — List of Closing Documents Exhibit F — Form of Officer’s Certificate to Accompany Reports Exhibit G — Sample Calculations of Financial Covenants Exhibit H — Form of Money Market Quote Request Exhibit I — Form of Invitation for Money Market Quote Exhibit J — Form of Money Market Quote Exhibit K — Form of Designation Agreement Exhibit L — Form of Qualified Borrower Guaranty of Payment Exhibit M — Form of Guaranty of Collection Exhibit N — Form of U.S. Tax Compliance Certificates Exhibit O — Form of Notice of Qualified Borrower Schedule 1.1A — Allocations Schedule 1.1B — Swingline Commitments Schedule 1.1C — Letter of Credit Commitments
