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-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, 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 administrative agent and as security trustee for the Lenders (“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-4 Certificate EXHIBIT A-5 Form of Class A-SB Certificate EXHIBIT A-6 Form of Class A-5 Certificate EXHIBIT A-7 Form of Class A-1A Certificate EXHIBIT A-8 Form of Class XW Certificate EXHIBIT A-9 Form of Class A-J Certificate EXHIBIT A-10 Form of Class B Certificate EXHIBIT A-11 Form of Class C Certificate EXHIBIT A-12 Form of Class D Certificate EXHIBIT A-13 Form of Class E Certificate EXHIBIT A-14 Form of Class F Certificate EXHIBIT A-15 Form of Class G Certificate EXHIBIT A-16 Form of Class H Certificate EXHIBIT A-17 Form of Class J Certificate EXHIBIT A-18 Form of Class K Certificate EXHIBIT A-19 Form of Class L Certificate EXHIBIT A-20 Form of Class M Certificate EXHIBIT A-21 Form of Class N Certificate EXHIBIT A-22 Form of Class O Certificate EXHIBIT A-23 Form of Class P Certificate EXHIBIT A-24 Form of Class R-I Certificate EXHIBIT A-25 Form of Class R-II Certificate EXHIBIT A-26 Form of Class FM-A, Class FM-B, Class FM-C and Class FM-D Certificate EXHIBIT A-27 Form of Class SM-A, Class SM-B, Class SM-C, Class SM-D, Class SM-E, Class SM-F, Class SM-G, Class SM-H and Class SM-J Certificate EXHIBIT A-28 Form of Class LM Certificate EXHIBIT A-29 Form of Class V 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 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 Regulation S Certificate EXHIBIT N Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Dome...
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS
LIST OF EXHIBITS AND SCHEDULES. Exhibit A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Joinder Agreement Exhibit E Form of Bank Product Notice Schedule 1.1 Commitments of Lenders Schedule 2 Existing Investments Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.7 Distributions Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.1(c) Existing Indebtedness Schedule 10.2.2 Existing Liens Schedule 10.2.16 Existing Affiliate Transactions A/74297652.15 SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of July 20, 2011, among SENECA FOODS CORPORATION, a New York corporation (the “Parent”), SENECA FOODS, LLC (formerly known as Signature Fruit Company, LLC), a Delaware limited liability company (“Seneca LLC”), SENECA SNACK COMPANY, a Washington corporation (“Seneca Snack”, and together with the Parent and Seneca LLC, collectively, the “Borrowers”), MXXXXX FOODS, INC., a New York corporation (“Mxxxxx”), LEBANON VALLEY COLD STORAGE, LLC, a Pennsylvania limited liability company (“Lebanon LLC”), and LEBANON VALLEY COLD STORAGE, LP, a Pennsylvania limited partnership (“Lebanon LP”, and together with Mxxxxx and Lebanon LLC, collectively, the “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 the Secured Parties (“Agent”), RBS CITIZENS, N.A., as Syndication Agent, BANK OF AMERICA, N.A., a national banking association, as Issuing Bank and MXXXXXX LYNCH, PIERCE, FXXXXX & SXXXX INCORPORATED with RBS CITIZENS, N.A., as Joint Lead Arrangers.
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. Exhibit A Form of Note (filed as separate Exhibit 10.2) Exhibit B Form of Class A Warrants (filed as separate Exhibit 10.3) Exhibit C Escrow Agreement (Filed as separate Exhibit 10.5) Exhibit D Form of Legal Opinion Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f)(iii) Violations or Conflicts 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(l) Intellectual Property Schedule 9(p)(v) Negative Covenants Schedule 11.1 Securities to be Registered Schedule 12(a) Excepted Issuances SCHEDULE 1 (SUBSCRIBERS) SUBSCRIBER PRINCIPAL AMOUNT ALPHA CAPITAL ANSTALT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Xxxxxx Xxxxxxxxx Fax: 000-00-00000000 $100,000 WHALEHAVEN CAPITAL FUND LIMITED 000 Xxxxxx Xxxxxx Xxxxxxxxx Xxxxxx, XX 00000 Fax: (000) 000-0000 $100,000 SCHLOMO & XXXXXX XXXXXXX Givat Shoshanna 12/3 Tzfut Israel Fax: (000) 0 0000000 $250,000 RAMSHEAD HOLDING LTD. 57 / 00 Xxxx Xxxx Xxxx Xxxxxxxxx Attn: Xxxxxxxx Xxxxxx $50,000 TOTAL $500,000 SCHEDULES to Subscription Agreement dated July 15, 2011 Schedule 5(a) Subsidiaries Attitude Drink Company, Inc., a Delaware corporation, is a wholly owned subsidiary and has 50,000,000 shares of common stock, $.001 par value, of which 100,000 shares are issued and outstanding and held of record by the Company SCHEDULE 5(d) Capitalization and Additional Issuances Capital Structure As of June 30, 2011, the total authorized capital stock which the Corporation shall have authority to issue is: One Billion Twenty Million (1,020,000,000) of which stock One Billion (1,000,000,000) shares of the par value of $.001 each shall be common stock and of which Twenty Million (20,000,000) shares of the par value of $.001 each shall be preferred stock. Further, the board of directors of this Corporation, by resolution only and without further action or approval, may cause the Corporation to issue one or more classes or one or more series of preferred stock within any class thereof and which classes or series may have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the board of directors, a...
