Common use of LIST OF SCHEDULES AND EXHIBITS Clause in Contracts

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.

Appears in 2 contracts

Samples: Credit Agreement (KI Holdings Inc.), Credit Agreement (Koppers Inc)

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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.9.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 6.1.18 5.1.24 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS ENVIRONMENTAL MATTERS SCHEDULE 6.1.19 7.1.3 - INSURANCE POLICIES REQUIREMENTS SCHEDULE 6.1.21 7.1.13 - MATERIAL CONTRACTS REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M) - INTERCREDITOR MORTGAGE AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4 - SWING LOAN REQUEST EXHIBIT 7.1.4 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 6.1.4(B) - LANDLORD’S WAIVER OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.6 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 155, 2005, 2008 and is made by and among KOPPERS INC.PVR XXXXX LLC, a Pennsylvania corporation Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 2 contracts

Samples: Credit Agreement (Penn Virginia Resource Partners L P), Credit Agreement (Penn Virginia Resource Partners L P)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.8.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 2.15 - QUALIFICATIONS TO DO BUSINESS NON-EXTENDING REVOLVING CREDIT COMMITMENTS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL TITLE TO PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 6.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.21 - EMPLOYMENT MATTERS SCHEDULE 6.1.22 - ENVIRONMENTAL DISCLOSURES MATTERS SCHEDULE 6.1.26 - PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 8.2.7 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS RECEIVABLES SALES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(P) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT PRICING GRID EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT DOLLAR SWING LOAN NOTE EXHIBIT 1.1(S)(2) - OPTIONAL CURRENCY SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.9.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.8.6(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) EXHIBIT 7.1.16 5.8.6(B) - LANDLORD’S WAIVER U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 8.2.6 5.8.6(C) - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN LENDERS) EXHIBIT 8.3.3 - COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 11.20(A) - QUARTERLY COMPLIANCE CERTIFICATE BORROWER JOINDER EXHIBIT 8.3.4 11.20(B) - BORROWING BASE CERTIFICATE GUARANTOR JOINDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15November 19, 2005, 2013 and is made by and among KOPPERS TRIUMPH GROUP, INC., a Pennsylvania Delaware corporation (the BorrowerTGI”), EACH OF THE the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 2 contracts

Samples: Credit Agreement (Triumph Group Inc), Credit Agreement (Triumph Group Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA QUALIFIED ACCOUNTS RECEIVABLE SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - EXISTING SUBSIDIARIES SCHEDULE 6.1.7 5.1.5 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 7.1.11 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS POST-CLOSING LANDLORD’S WAIVERS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(L) - INTERCREDITOR LOCKBOX AGREEMENT EXHIBIT 1.1(P)(11.1(N)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) 2.4 - SWING LOAN NOTE LENDER JOINDER EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.5 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 6.1.1(i) - OPINION OF COUNSEL BORROWING BASE CERTIFICATE EXHIBIT 7.1.16 6.1.1(xiii) - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15January 28, 2005, 2009 and is made by and among KOPPERS UNDER ARMOUR, INC., a Pennsylvania Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA), SUNTRUST BANK, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH COMPASS BANK, as Co-Documentation Agents.Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

Appears in 2 contracts

Samples: Intercompany Subordination Agreement (Under Armour, Inc.), Intercompany Subordination Agreement (Under Armour, Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 1.1(R) - LETTERS OF CREDIT REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.14 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS INSURANCE SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN ERISA DISCLOSURES SCHEDULE 6.1.25 6.1.16 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT BORROWING BASE CERTIFICATE EXHIBIT 1.1(D)(21.1(D) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.9.7(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 7.1.16 5.9.7(B) - LANDLORD’S WAIVER U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.2.6 5.9.7(C) - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15December 21, 2005, 2012 and is made by and among KOPPERS XXXXXXXXX ENERGY, INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) ). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and NATIONAL CITY BANK OF PENNSYLVANIAagreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.follows:

Appears in 2 contracts

Samples: Intercreditor Agreement (Armstrong Coal Company, Inc.), Credit Agreement (Armstrong Energy, Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.8 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 5.1.12 - LITIGATION TAX AGREEMENTS OR WAIVERS SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 5.1.17 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 5.1.18 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 5.1.22 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.24 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(C) - DEBENTURE PLEDGE CONFIRMATION AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.10.1-1 - SWING LOAN REQUEST COMMITMENT INCREASE AGREEMENT EXHIBIT 7.1.4 2.10.1-2 - LENDER JOINDER AGREEMENT EXHIBIT 6.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 7.2.7 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15June 7, 20051997, as amended and restated through November 10, 2003, and is made by and among KOPPERS KEY ENERGY SERVICES, INC., a Pennsylvania Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), ) and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) ), PNC CAPITAL MARKETS, INC., and XXXXX FARGO BANK TEXAS, NATIONAL CITY BANK OF PENNSYLVANIAASSOCIATION, as the Co-Lead Arrangers (the” Co-Lead Arrangers”), and CREDIT LYONNAIS NEW YORK BRANCH, as the Syndication Agent (the “Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA”), BANK OF AMERICAONE, N.A. NA and FIRST COMMONWEALTH COMERICA BANK, , as the Co-Documentation Agents (the “Co-Documentation Agents”).

Appears in 1 contract

Samples: Credit Agreement (Key Energy Services Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA QUALIFIED ACCOUNTS RECEIVABLE SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - EXISTING SUBSIDIARIES SCHEDULE 6.1.7 5.1.5 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.11 - POST-CLOSING LANDLORD’S WAIVERS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(L) - INTERCREDITOR LOCKBOX AGREEMENT EXHIBIT 1.1(P)(11.1(N)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) 2.4 - SWING LOAN NOTE LENDER JOINDER EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.5 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 6.1.1(i) - OPINION OF COUNSEL BORROWING BASE CERTIFICATE EXHIBIT 7.1.16 6.1.1(xiii) - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15January 28, 2005, 2009 and is made by and among KOPPERS UNDER ARMOUR, INC., a Pennsylvania Maryland corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA), SUNTRUST BANK, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH COMPASS BANK, as Co-Documentation Agents.Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

Appears in 1 contract

Samples: Intercompany Subordination Agreement (Under Armour, Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) - QUALIFIED ACCOUNTS REAL PROPERTY SCHEDULE 1.1(Q)(2) 2.9 - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.4 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP NO CONFLICT; MATERIAL AGREEMENTS; LLC AGREEMENTS CONSENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT CERTIFICATE OF BENEFICIAL OWNERSHIP EXHIBIT 1.1(D)(21.1(C) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE COLLATERAL ASSIGNMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M)(1) - INTERCREDITOR AGREEMENT MORTGAGE EXHIBIT 1.1(P)(11.1(M)(2) - MORTGAGE AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(T1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.9.7(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15May 21, 20052018, and amended as of March 13, 2023, and is made by and among KOPPERS INC.HALLADOR ENERGY COMPANY, a Pennsylvania Colorado corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Credit Agreement (Hallador Energy Co)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(12.9.1(A) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT UNDER WABCO CREDIT AGREEMENT SCHEDULE 6.1.1 2.9.1(B) - EXISTING LETTERS OF CREDIT UNDER MOTIVEPOWER CREDIT AGREEMENT SCHEDULE 6.1.2 - SUBSIDIARIES, CAPITALIZATION, QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.6 - LITIGATION SCHEDULE 6.1.8 6.1.11 - OWNED AND LEASED REAL PROPERTY TAXES SCHEDULE 6.1.13 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. INSURANCE SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 6.1.17 - MATERIAL CONTRACTS SCHEDULE 6.1.23 6.1.19 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.21 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT BID NOTE EXHIBIT 1.1(D)(21.1(C) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE CONVERTIBLE REVOLVING CREDIT NOTE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) 2.5 - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - COMMITTED LOAN REQUEST EXHIBIT 2.5.2 1.1(S) - SWING SWINGLINE NOTE EXHIBIT 2.8.1 - BID LOAN REQUEST REQUESTS EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT THIS AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (this "Agreement") is dated as of August 15November 19, 20051999, and is made by and among KOPPERS INC.WESTINGHOUSE AIR BRAKE COMPANY, a Delaware corporation (the "Borrower") resulting from the merger of Westinghouse Air Brake Company, a Delaware corporation ("WABCO"), and MotivePower Industries, Inc., a Pennsylvania corporation (the “Borrower”formerly a Delaware corporation) ("MotivePower"), EACH OF THE GUARANTORS each of the Guarantors (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATIONand ABN AMRO BANK N.V., in its capacity as administrative bookrunner and co-syndication agent for the Banks from time to time under this Agreement (hereinafter referred to in such capacity as the “Administrative "Agent") and NATIONAL CITY BANK OF PENNSYLVANIAas an Issuing Bank, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH THE CHASE MANHATTAN BANK, as Coadministrative agent, THE BANK OF NEW YORK, as co-syndication agent, and MELLON BANK, N.A., in its capacity as documentation agent for the Banks from time to time under this Agreement (hereinafter referred to in such capacity as the "Documentation AgentsAgent"), and CHASE MANHATTAN BANK DELAWARE, as an Issuing Bank.

Appears in 1 contract

Samples: Refinancing Credit Agreement (Westinghouse Air Brake Technologies Corp)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES NOTICES; LENDING OFFICES SCHEDULE 1.1(C1.1(E)(1) - CONSOLIDATED EBITDA EXCLUDED VIE'S SCHEDULE 1.1(P1.1(E)(2) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 5.1.16 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 5.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.22 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 7.2.3 - EXISTING GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(E) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXCLUDED VIE APPROVAL FORM EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(G)(3) - BORROWER/RSC GUARANTY AGREEMENT EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 1.1(T) 2.4.1 - TERM NOTE EXHIBIT 2.5.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.CERTIFICATE

Appears in 1 contract

Samples: Credit Agreement (Papa Johns International Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) - QUALIFIED ACCOUNTS REAL PROPERTY SCHEDULE 1.1(Q)(2) 2.9 - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 6.1.24 - MATERIAL CONTRACTS STATUS OF PLEDGED COLLATERAL SCHEDULE 6.1.23 8.1.14 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES ASSETS EXCLUDED FROM LIENS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT NEW LENDER JOINDER EXHIBIT 1.1(D)(21.1(C) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M)(1) - INTERCREDITOR AGREEMENT MORTGAGE EXHIBIT 1.1(M)(2) - AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(M)(3) - AMENDMENT NO. 2 TO MORTGAGE EXHIBIT 1.1(M)(4) - AMENDMENT NO. 3 TO MORTGAGE EXHIBIT 1.1(N) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 7.1.4(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 7.1.4(B) - LANDLORD’S WAIVER OPINION OF MCGUIREWOODS LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15May 7, 2005, 2010 and is made by and among KOPPERS CONSOL ENERGY INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as a syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Credit Agreement (CONSOL Energy Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - BORROWING BASE PARTIES SCHEDULE 1.1(C) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C1.1(E)(1) EXCLUDED SUBSIDIARIES SCHEDULE 1.1(E)(2) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.17 LABOR AGREEMENTS SCHEDULE 8.1.13 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - EXISTING PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 8.2.2 - GUARANTIES EXISTING PERMITTED LIENS SCHEDULE 8.2.4 - EXISTING PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT BORROWING BASE CERTIFICATE EXHIBIT 1.1(D)(21.1(C)(1) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE CANADIAN SECURITY AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(G)(3) - GLOBAL INTERCOMPANY SUBORDINATION AGREEMENT NOTE EXHIBIT 1.1(I)(31.1(N)(1) - INTERCREDITOR AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(P)(11.1(N)(2) - AMENDMENT TO SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P)(2) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(21.1(P)(3) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(P)(4) - REVOLVING CREDIT NOTE PERFECTION CERTIFICATE EXHIBIT 1.1(S)(11.1(P)(5) - PERFECTION CERTIFICATE SUPPLEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 2.11 - OPINION OF COUNSEL LENDER JOINDER EXHIBIT 7.1.16 5.9.7(A) - LANDLORD’S WAIVER U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.6 5.9.7(B) - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.11 - SOLVENCY CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, amended and restated, supplemented or otherwise modified from time to time, the “Agreement”) is dated as of August 15_______________, 2005, 2012 and is made by and among KOPPERS INCHANDY & XXXXXX GROUP LTD., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for Administrative Agent (as hereinafter defined). The Borrower has requested the Banks under this Agreement Lenders to provide to the Borrower (i) a revolving credit facility in an aggregate principal amount not to exceed $90,000,000 and (ii) a term loan in the aggregate principal amount of $115,000,000. In consideration of their mutual covenants and agreements hereinafter referred set forth and intending to in such capacity be legally bound hereby, the parties hereto covenant and agree as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.follows:

Appears in 1 contract

Samples: Credit Agreement (Handy & Harman Ltd.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - – INSURANCE POLICIES SCHEDULE 6.1.20 – MATERIAL CONTRACTS SCHEDULE 6.1.22 – EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.24 – ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.28 – EXCLUDED PROPERTY SCHEDULE 6.1.29 – PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES 7.1.19 – EXISTING DEBT SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) – REGULATED SUBSTANCES CERTIFICATE AND INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M) - INTERCREDITOR AGREEMENT – MORTGAGE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(P)(3) – PLEDGE AGREEMENT (BORROWER) EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.NOTE

Appears in 1 contract

Samples: Credit Agreement (Rhino Resource Partners, L.P.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES --------- SCHEDULE 1.1(A1.01(B) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS LIST OF BANKS AND ADDRESSES FOR NOTICES COMMITMENTS SCHEDULE 1.1(C1.01(E) - CONSOLIDATED EBITDA EXCLUDED ENTITIES SCHEDULE 1.1(P1.01(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.01(P)(2) PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - 2.09 EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS 6.01(a) ORGANIZATION AND QUALIFICATION SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - 6.01(c) SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - 6.01(l) CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. 6.01(q) INSURANCE SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - 6.01(s) MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE 6.01(v) PLANS AND BENEFIT PLAN DISCLOSURES ARRANGEMENTS SCHEDULE 6.1.25 - 6.01(x) ENVIRONMENTAL DISCLOSURES MATTERS SCHEDULE 8.2.1 - PERMITTED 8.02(a)(ii) EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS -------- EXHIBIT 1.1(A1.01(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.01(G)(1) - DEBENTURE GUARANTY AND SURETYSHIP AGREEMENT (For NovaCare and Borrowing Subsidiaries) EXHIBIT 1.01(G)(2) GUARANTY AND SURETYSHIP AGREEMENT (For Nonborrower Subsidiaries) EXHIBIT 1.01(P)(1) INTENTIONALLY OMITTED EXHIBIT 1.01(P)(2) INTENTIONALLY OMITTED EXHIBIT 1.01(P)(3) TERMS FOR SUBORDINATED DEBT EXHIBIT 1.01(P)(4) PLEDGE AGREEMENT - STOCK (For NovaCare and Borrowing Subsidiaries) EXHIBIT 1.1(D)(21.01(P)(5) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT - STOCK (For Nonborrower Subsidiaries) EXHIBIT 1.1(R1.01(P)(6) PLEDGE AGREEMENT - PARTNERSHIP INTERESTS EXHIBIT 1.01(R) REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.01(S) - SECURITY SUBORDINATION AGREEMENT (INTERCOMPANY) EXHIBIT 1.1(S)(21.01(W) - SWING LOAN NOTE EXAMPLE OF WEIGHTED AVERAGE RATING COMPUTATION EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - 2.05 REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - 7.01(d) FORM OF OPINION OF BORROWERS' COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION 8.01(m)(iii) COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.CERTIFICATE

Appears in 1 contract

Samples: Credit Agreement (Novacare Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C1.1(D) - CONSOLIDATED EBITDA GUARANTORS SCHEDULE 1.1(P1.1(L) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 8.1.3 - INSURANCE POLICIES REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 6.1.21 8.1.15 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES POST-CLOSING REQUIREMENTS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 8.2.2 - GUARANTIES EXISTING LIENS SCHEDULE 8.2.4 - PERMITTED LOANS AND EXISTING INVESTMENTS SCHEDULE 8.2.9 8.2.19 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXISTING RESTRICTIVE AGREEMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED CERTIFICATE OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE BENEFICIAL OWNERSHIP EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(N)(1) - INTERCREDITOR AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AMENDED AND COPYRIGHT RESTATED PATENT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - AMENDED AND RESTATED TRADEMARK SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(P)(3) - SWING LOAN NOTE FORM OF PERMITTED ACQUISITION CERTIFICATE EXHIBIT 1.1(T1.1(S) - TERM NOTE PLEDGE AND SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.9.7(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.

Appears in 1 contract

Samples: Credit Agreement (Stoneridge Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA QUALIFIED CREDIT CARD RECEIVABLES SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.2 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 5.1.16 - LABOR MATTERS SCHEDULE 5.1.17.1 - DDAs SCHEDULE 5.1.17.2 - CREDIT CARD PROCESSORS SCHEDULE 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 7.2.8 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS AFFILIATE TRANSACTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(C) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE COLLATERAL ASSIGNMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(G)(3) - INTERCOMPANY SUBORDINATION AGREEMENT BORROWER JOINDER EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(T1.1(S) - TERM NOTE SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 2.10 - OPINION OF COUNSEL LENDER JOINDER EXHIBIT 7.1.16 7.3.3 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.4.1 - QUARTERLY COMPLIANCE SIMPLIFIED BORROWING BASE CERTIFICATE EXHIBIT 8.3.4 7.3.4.2 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 15June 30, 2005, 2010 and is made by and among KOPPERS DSW INC., an Ohio corporation (“DSW”), DSW SHOE WAREHOUSE, INC., a Pennsylvania Missouri corporation (“DSW Shoe”, and together with DSW, individually, a "Borrower", and collectively, the “BorrowerBorrowers, as hereinafter further defined), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent"). The Borrowers have requested the Lenders to provide a revolving credit facility to the Borrowers in an aggregate original principal amount not to exceed $100,000,000, which may be increased in accordance with the terms of Section 2.10 [Increase in Revolving Credit Commitments] hereof and a sub-facility in favor of the Canadian Borrower (defined below) in an aggregate original principal amount not to exceed $10,000,000. In consideration of their mutual covenants and NATIONAL CITY BANK OF PENNSYLVANIAagreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.follows:

Appears in 1 contract

Samples: Joinder and Assumption Agreement (DSW Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.9.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 6.1.12 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 6.1.23 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE HEDGING CONTRACT POLICIES SCHEDULE 6.1.21 6.1.24 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES PERMITTED BUSINESS OPPORTUNITIES SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR LENDER JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.5 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.5 - COMMITMENT REDUCTION NOTICE EXHIBIT 7.1.3(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 7.1.3(B) - LANDLORD’S WAIVER OPINION OF IN-HOUSE COUNSEL EXHIBIT 8.2.6 8.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 PRN 376736/8 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED - CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15December 11, 20052009, and is made by and among KOPPERS INC.NEW JERSEY NATURAL GAS COMPANY, a Pennsylvania corporation (New Jersey corporation, the “Borrower”), EACH OF THE GUARANTORS LENDERS (as hereinafter defined), the BANKS XX XXXXXX XXXXX BANK, N.A., in its capacity as a syndication agent, U.S. BANK NATIONAL ASSOCIATION and TORONTO DOMINION (NEW YORK) LLC, each in its capacity as hereinafter defined)a documentation agent, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation AgentsAgreement.

Appears in 1 contract

Samples: Credit Agreement (New Jersey Resources Corp)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS; TRANCHE B CREDIT-LINKED DEPOSITS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) REAL PROPERTY SCHEDULE 2.9.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 3.1(b) - CERTIFICATE OF DEPOSIT TERMS AND CONDITIONS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.16 - ASSETS EXCLUDED FROM LIENS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(2) - TERMINAL INDEMNITY DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE TRUST EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M) - INTERCREDITOR AGREEMENT MORTGAGE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT ASSIGNMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST; RATE REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 7.1.4(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 7.1.4(B) - LANDLORD’S WAIVER OPINION OF XXXXXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.1.4(D) - OPINION OF XXXXX XXXXXXX LLP EXHIBIT 7.1.15 - SOLVENCY CERTIFICATE EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15June 30, 2005, 2004 and is made by and among KOPPERS CONSOL ENERGY INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), LASALLE BANK NATIONAL ASSOCIATION, SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH and SUNTRUST BANK, each in its capacity as a co-documentation agent, and CITICORP NORTH AMERICA, INC. and PNC BANK, NATIONAL ASSOCIATION, in its their capacity as co-administrative agent agents for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as collectively, the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Administrative Agents”).

Appears in 1 contract

Samples: Collateral Trust Agreement (Consol Energy Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) REAL PROPERTY SCHEDULE 2.9.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.1.16 - ASSETS EXCLUDED FROM LIENS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 11.19 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS ORIGINAL LOAN DOCUMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - NEW LENDER JOINDER EXHIBIT 1.1(C) - COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(2) - TERMINAL INDEMNITY DEED OF HYPOTHEC TRUST EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE AMENDMENT NO. 1 TO DEED OF TRUST (OIL AND GAS - PIPELINE) EXHIBIT 1.1(D)(4) - AMENDMENT NO. 1 TO TERMINAL INDEMNITY DEED OF TRUST EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(M)(1) - INTERCREDITOR AGREEMENT MORTGAGE EXHIBIT 1.1(M)(2) - AMENDMENT NO. 1 TO MORTGAGE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT ASSIGNMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST; RATE REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 7.1.4(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 7.1.4(B) - LANDLORD’S WAIVER OPINION OF XXXXXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 7.1.15 - SOLVENCY CERTIFICATE EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15April 1, 2005, 2005 and is made by and among KOPPERS CONSOL ENERGY INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), THE BANK OF NOVA SCOTIA - NEW YORK AGENCY, FLEET NATIONAL BANK, and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a co-syndication agent, and PNC BANK, NATIONAL ASSOCIATIONASSOCIATION and CITICORP NORTH AMERICA, INC., in its their capacity as co-administrative agent agents for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as collectively, the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Administrative Agents”).

Appears in 1 contract

Samples: Security Agreement (Consol Energy Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - EXISTING SUBSIDIARIES SCHEDULE 6.1.7 5.1.5 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 5.1.15 - CURRENT ORGANIZATIONAL CHART SCHEDULE 6.1.1(iv) - OPINION OF COUNSEL SCHEDULE 6.1.1(xii) - LANDLORD’S WAIVERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.10 - POST-CLOSING LANDLORD’S WAIVERS REQUIREMENTS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(L) - INTERCREDITOR LOCKBOX AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT PLEDGOR JOINDER EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) 2.4 - SWING LOAN NOTE LENDER JOINDER EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.5 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 6.1.1(xiii) - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15March 29, 2005, 2011 and is made by and among KOPPERS INC., a Pennsylvania corporation the BORROWER (the “Borrower”as hereinafter defined), EACH OF THE each of the GUARANTORS (as hereinafter defined), each of the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA), SUNTRUST BANK, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANKN.A., as Co-Documentation AgentsAgent. The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $300,000,000 and (ii) a $25,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: This Agreement and the documents executed and delivered in connection herewith replace and supersede in their entirety the Credit Agreement by and among the parties dated as of January 28, 2009 and all documents executed and delivered in connection therewith.

Appears in 1 contract

Samples: Credit Agreement (Under Armour, Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.9 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.11 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS PLEDGED COLLATERAL SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 7.1.1(d)(i) - MATERIAL CONTRACTS OPINION OF COUNSEL (IN HOUSE COUNSEL) SCHEDULE 6.1.23 7.1.1(d)(ii) - EMPLOYEE BENEFIT PLAN DISCLOSURES OPINION OF COUNSEL (XXXX XXXXX LLP) SCHEDULE 6.1.25 7.1.1(d)(iii) - ENVIRONMENTAL DISCLOSURES OPINION OF LOCAL COUNSEL SCHEDULE 7.1.1(o) - AMENDMENTS AND ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 7.1.1(p) - LIEN SEARCHES SCHEDULE 8.1.17 - EXCLUDED ASSETS SCHEDULE 8.1.18 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE NEW LENDER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(G)(3) - CONSOL GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - CONSOL INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15April 12, 2005, 2011 and is made by and among KOPPERS INC.CNX GAS CORPORATION, a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Joinder and Assumption Agreement (CONSOL Energy Inc)

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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.9 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.11 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS PLEDGED COLLATERAL SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 7.1.1(d)(i) - MATERIAL CONTRACTS OPINION OF COUNSEL (IN HOUSE COUNSEL) SCHEDULE 6.1.23 7.1.1(d)(ii) - EMPLOYEE BENEFIT PLAN DISCLOSURES OPINION OF COUNSEL (McGUIREWOODS LLP) SCHEDULE 6.1.25 8.1.17 - ENVIRONMENTAL DISCLOSURES EXCLUDED ASSETS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(C) - DEBENTURE PLEDGE COLLATERAL TRUST AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(T1.1(P) - TERM NOTE PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15May 7, 2005, 2010 and is made by and among KOPPERS INC.CNX GAS CORPORATION, a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Credit Agreement (CNX Gas Corp)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - EXISTING SUBSIDIARIES SCHEDULE 6.1.7 5.1.5 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 5.1.15 - CURRENT ORGANIZATIONAL CHART SCHEDULE 6.1.1(iv) - OPINION OF COUNSEL SCHEDULE 6.1.1(xii) - LANDLORD’S WAIVERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.1.10 - POST CLOSING LANDLORD’S WAIVERS REQUIREMENTS SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(L) - INTERCREDITOR LOCKBOX AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT PLEDGOR JOINDER EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) 2.4 - SWING LOAN NOTE LENDER JOINDER EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.5 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 6.1.1(xiii) - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15March 29, 2005, 2011 and is made by and among KOPPERS INC., a Pennsylvania corporation the BORROWER (the “Borrower”as hereinafter defined), EACH OF THE each of the GUARANTORS (as hereinafter defined), each of the BANKS LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA), SUNTRUST BANK, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANKN.A., as Co-Documentation AgentsAgent. The Borrower has requested the Lenders to provide (i) a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $300,000,000 and (ii) a $25,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows: This Agreement and the documents executed and delivered in connection herewith replace and supersede in their entirety the Credit Agreement by and among the parties dated as of January 28, 2009 and all documents executed and delivered in connection therewith.

Appears in 1 contract

Samples: Joinder and Assumption Agreement (Under Armour, Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(Q)(i) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(21.1(Q)(ii) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 5.1.7 - LITIGATION SCHEDULE 6.1.8 5.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 5.1.12 - TAXES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 5.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 5.1.17 - INSURANCE POLICIES SCHEDULE 6.1.21 5.1.19 - MATERIAL CONTRACTS SCHEDULE 6.1.23 5.1.21 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.23 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 7.2.4 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND EXISTING INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A1.1(A)(1) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(Q)(ii) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT WAREHOUSEMAN’S WAIVER EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(W) - SECURITY WIRE TRANSFER AGREEMENT EXHIBIT 1.1(S)(2) 2.4.1 - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 7.2.6 - ACQUISITION COMPLIANCE NOTICE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 7.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15July 12, 2005, 2002 and is made by and among KOPPERS UNITED REFINING COMPANY, a Pennsylvania corporation (“United Refining”), UNITED REFINING COMPANY OF PENNSYLVANIA, a Pennsylvania corporation (“United Refining PA”), KIANTONE PIPELINE CORPORATION, a New York corporation (“Kiantone”), COUNTRY FAIR, INC., a Pennsylvania corporation (“Country Fair”) and hereinafter together with Kiantone, United Refining and United Refining PA sometimes collectively referred to as the “Borrowers” and individually as a “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Credit Agreement (Vulcan Asphalt Refining Corp)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.8.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL TITLE TO PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 6.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.21 - EMPLOYMENT MATTERS SCHEDULE 6.1.22 - ENVIRONMENTAL DISCLOSURES MATTERS SCHEDULE 6.1.26 - PARTNERSHIP AGREEMENTS AND LIMITED LIABILITY COMPANY AGREEMENTS SCHEDULE 8.2.1 - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND EXISTING INVESTMENTS SCHEDULE 8.2.9 8.2.7 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS RECEIVABLES SALES EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(P) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT PRICING GRID EXHIBIT 1.1(R) - AMENDED AND RESTATED REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT DOLLAR SWING LOAN NOTE EXHIBIT 1.1(S)(2) - OPTIONAL CURRENCY SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 2.4 - LOAN REQUEST EXHIBIT 2.5.2 2.9.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.8.6(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN LENDERS) EXHIBIT 7.1.16 5.8.6(B) - LANDLORD’S WAIVER U.S. TAX COMPLIANCE CERTIFICATE (NON-PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 8.2.6 5.8.6(C) - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN PARTICIPANTS) EXHIBIT 5.8.6(D) - U.S. TAX COMPLIANCE CERTIFICATE (PARTNERSHIP FOREIGN LENDERS) EXHIBIT 8.3.3 - COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 11.20(A) - QUARTERLY COMPLIANCE CERTIFICATE BORROWER JOINDER EXHIBIT 8.3.4 11.20(B) - BORROWING BASE CERTIFICATE GUARANTOR JOINDER THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15November 19, 2005, 2013 and is made by and among KOPPERS TRIUMPH GROUP, INC., a Pennsylvania Delaware corporation (the “Borrower”"TGI"), EACH OF THE the other BORROWERS (as hereinafter defined), the GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent Administrative Agent for the Banks under this Agreement (hereinafter referred to in such capacity together with its successors and assigns, as the "Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents").

Appears in 1 contract

Samples: Credit Agreement (Triumph Group Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A1.01(A) - PRICING GRID -- EURO-RATE MARGIN, BASE RATE MARGIN, FACILITY FEE RATE SCHEDULE 1.1(B1.01(B) - -- COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES LENDERS SCHEDULE 1.1(C1.01(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED -- EXISTING LIENS SCHEDULE 1.1(Q)(15.01(a) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - -- QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION 5.01(b) -- OPTIONS ON COMPANY STOCK SCHEDULE 6.1.3 - SUBSIDIARIES 5.01(c) -- SUBSIDIARIES; RIGHTS TO PURCHASE SUBSIDIARY SHARES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - 5.01(h) -- OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - 5.01(l) -- TAX ARRANGEMENTS WITH KMART SCHEDULE 5.01(m) -- CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - 5.01(p) -- INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - 5.01(t) -- EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - 5.01(v) -- ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED 7.02(a) -- EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A1.01(A) - -- ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(12.05(a) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - -- REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - 2.05(b) -- SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION 6.01(e)(i) -- OPINIONS OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION 7.03(c) -- COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED MULTICURRENCY CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.AGREEMENT

Appears in 1 contract

Samples: Multicurrency Credit Agreement (Borders Group Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C1.1(E) - CONSOLIDATED EBITDA EXCLUDED SUBSIDIARIES SCHEDULE 1.1(L) - LANDLORD’S WAIVERS - LOCATIONS SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) 2.9.1 - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1.1 - MATTERS TO BE ADDRESSED BY OPINION(S) OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(N)(1) - INTERCREDITOR AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 2.11 - OPINION OF COUNSEL LENDER JOINDER EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.CERTIFICATE

Appears in 1 contract

Samples: Security Agreement (Koppers Holdings Inc.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A1.01(A) - PRICING GRID EURO-RATE MARGIN/LETTER OF CREDIT FEE, BASE RATE MARGIN, FACILITY FEE RATE SCHEDULE 1.1(B1.01(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES LENDERS SCHEDULE 1.1(C1.01(C) - CONSOLIDATED EBITDA EXISTING LIENS SCHEDULE 1.1(P2.01(b) - PERMITTED LIENS CARRYOVER REVOLVING CREDIT LOANS SCHEDULE 1.1(Q)(12.10(l) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - CARRYOVER LETTERS OF CREDIT SCHEDULE 6.1.1 6.01(a) - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 6.01(b) - CAPITALIZATION OPTIONS ON COMPANY STOCK SCHEDULE 6.1.3 6.01(c) - SUBSIDIARIES SUBSIDIARIES; RIGHTS TO PURCHASE SUBSIDIARY SHARES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 6.01(h) - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 6.01(l) - TAX ARRANGEMENTS WITH KMART SCHEDULE 6.01(m) - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 6.01(p) - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 6.01(t) - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.01(v) - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 8.02(a) - PERMITTED EXISTING INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A1.01(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R2.05(a) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 2.05(b) - SWING LOAN REQUEST EXHIBIT 7.1.4 3.01 - OPINION BID LOAN REQUEST EXHIBIT 3.02 - FORM OF DESIGNATION AGREEMENT EXHIBIT 7.01(e)(i) - OPINIONS OF COUNSEL EXHIBIT 7.1.16 8.03(c) - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.CERTIFICATE

Appears in 1 contract

Samples: Credit Agreement (Borders Group Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 8.1.3 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 11.1 - GUARANTIES EXCEPTIONS TO GOVERNMENT CONTRACT REPRESENTATIONS SCHEDULE 8.2.4 11.2 - PERMITTED LOANS AND INVESTMENTS EXCEPTIONS TO GOVERNMENT CONTRACT COMPLIANCE SCHEDULE 8.2.9 11.6 - PERMITTED PARTNERSHIPSSUSPENSION, LLCs, JOINT VENTURES DISBARMENT SCHEDULE 8.2.10 11.8 - BUSINESS DESCRIPTIONS CERTAIN GOVERNMENT CONTRACTING EVENTS SCHEDULE 11.9 - INTERNAL INVESTIGATIONS SCHEDULE 11.10 - INTERNAL CONTROLS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(C) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED COLLATERAL ASSIGNMENT OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE CONTRACT RIGHTS EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(N)(1) - INTERCOMPANY SUBORDINATION AGREEMENT REVOLVING CREDIT NOTE EXHIBIT 1.1(I)(31.1(N)(2) - INTERCREDITOR AGREEMENT SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(11.1(S) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.9.7(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That Are Not Partnerships For U.S. Federal Income Tax Purposes) {N0221554 } vii EXHIBIT 8.3.3 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Recipients That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED {N0221554 } viii CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of August 15June 7, 20052019, and is made by and among KOPPERS DLH HOLDINGS CORP., a New Jersey corporation (“Holdings”), DLH SOLUTIONS, INC., a Pennsylvania Georgia corporation (the BorrowerSolutions”), EACH OF THE XXXXX INTERNATIONAL, LLC, a Maryland limited liability company (“Xxxxx”) and SOCIAL AND SCIENTIFIC SYSTEMS, INC., a Delaware corporation (“Systems” and collectively with Holdings, Solutions and Xxxxx, the “Borrowers”), each of the GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), PNC BANK, and FIRST NATIONAL ASSOCIATIONBANK OF PENNSYLVANIA, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrowers have requested the Lenders to provide (i) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $25,000,000 and NATIONAL CITY BANK OF PENNSYLVANIA(ii) a $70,000,000 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.follows:

Appears in 1 contract

Samples: Credit Agreement (DLH Holdings Corp.)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C1.1(E) - CONSOLIDATED EBITDA EXCLUDED INACTIVE SUBSIDIARIES SCHEDULE 1.1(P1.1(P)(1) - PERMITTED INVESTMENTS SCHEDULE 1.1(P)(2) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - ROLLOVER LETTERS OF CREDIT SCHEDULE 6.1.1 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 5.1.2 - CAPITALIZATION SCHEDULE 6.1.3 5.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 5.1.7 - LITIGATION SCHEDULE 6.1.8 5.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 5.1.16 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 5.1.20 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 5.1.21 - EMPLOYMENT MATTERS SCHEDULE 5.1.22 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 7.2.3 - EXISTING GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(21.1(G)(2)(A) - GUARANTY AGREEMENT (PARENT) EXHIBIT 1.1(I)(21.1(G)(2)(B) - GUARANTY AGREEMENT (SUBSIDIARIES) EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(S) - SWING LOAN NOTE EXHIBIT 1.1(T) 2.4.1 - TERM NOTE EXHIBIT 2.5.1 - REVOLVING CREDIT LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 7.2.5 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15April 28, 2005, 2009 and is made by and among KOPPERS INC.Big Lots Stores, a Pennsylvania Inc., an Ohio corporation (the "Borrower"), EACH OF THE GUARANTORS each of the Guarantors (as hereinafter defined), the BANKS Banks (as hereinafter defined), PNC BANKBank, NATIONAL ASSOCIATIONNational Association, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA"), Xxxxx Fargo Bank, National Association, in its capacity as syndication agent for the Banks under this Agreement (hereinafter referred to in such capacity as the "Syndication Agent"), and CITIZENS BANK OF PENNSYLVANIAU.S. Bank National Association, BANK OF AMERICABranch Banking and Trust Company, N.A. Compass Bank and FIRST COMMONWEALTH BANKThe Huntington National Bank, each in its capacity as Co-a documentation agent for the Banks under this Agreement (hereinafter collectively referred to in such capacity as the "Documentation Agents").

Appears in 1 contract

Samples: Credit Agreement (Big Lots Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) - QUALIFIED ACCOUNTS REAL PROPERTY SCHEDULE 1.1(Q)(2) 2.9 - QUALIFIED INVENTORY SCHEDULE 2.10 - EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 6.1.24 - MATERIAL CONTRACTS STATUS OF PLEDGED COLLATERAL SCHEDULE 6.1.23 7.1.14.1 - EMPLOYEE BENEFIT PLAN DISCLOSURES AMENDMENTS AND ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 6.1.25 7.1.14.2 - ENVIRONMENTAL DISCLOSURES LIEN SEARCHES SCHEDULE 8.1.14 - ASSETS EXCLUDED FROM LIENS SCHEDULE 8.1.16 - POST-CLOSING MATTERS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE NEW LENDER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - CNX GAS GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(P)(11.1(M) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT MORTGAGE EXHIBIT 1.1(P)(21.1(N) - PLEDGE AGREEMENT SWING LOAN NOTE EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 7.1.4(A) - OPINION OF COUNSEL EXHIBIT 7.1.16 7.1.4(B) - LANDLORD’S WAIVER OPINION OF XXXX XXXXX LLP EXHIBIT 7.1.4(C) - OPINION OF LOCAL COUNSEL EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 8.3.4 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15April 12, 2005, 2011 and is made by and among KOPPERS CONSOL ENERGY INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Joinder and Assumption Agreement (CONSOL Energy Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - 2.9.1 — EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - 5.1.2 — CERTAIN INFORMATION REGARDING CAPITALIZATION SCHEDULE 6.1.3 - OF BORROWER AND ITS SUBSIDIARIES SCHEDULE 6.1.7 - 5.1.6 — LITIGATION SCHEDULE 6.1.8 - 5.1.11 — CONSENTS AND APPROVALS SCHEDULE 5.1.13 INSURANCE SCHEDULE 5.1.18 — CERTAIN DISCLOSURES REGARDING ENVIRONMENTAL MATTERS SCHEDULE 5.1.20 — OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - 5.1.21 — PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - 5.1.23 — PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS 7.2.5 — CERTAIN AFFILIATE TRANSACTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(C) - DEBENTURE PLEDGE — COLLATERAL SHARING AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(2) - — CONTINUING GUARANTY AND SURETYSHIP AGREEMENT EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR — INDEMNITY AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT AGREEMENT--BORROWER EXHIBIT 1.1(P)(2) - — PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT--GUARANTORS EXHIBIT 1.1(P)(3) — PLEDGE AGREEMENT AGREEMENT--BORROWER EXHIBIT 1.1(P)(4) — PLEDGE AGREEMENT--GUARANTORS EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT AGREEMENT--BORROWER EXHIBIT 1.1(S)(2) - — SECURITY AGREEMENT--GUARANTORS EXHIBIT 1.1(S)(3) — SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - 2.4.1 — LOAN REQUEST EXHIBIT 2.5.2 - 2.4.2 — SWING LOAN REQUEST EXHIBIT 7.1.4 - 4.4.4 — COMMITMENT REDUCTION NOTICE EXHIBIT 6.1.4.1 — OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER 7.1.12 — OPINION OF LOCAL COUNSEL EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - 7.3.3 — QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15December 22, 2005, 2004 and is made by and among KOPPERS ARCH COAL, INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), CITICORP USA, INC., JPMORGAN CHASE BANK, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as syndication agent, and FLEET NATIONAL BANK, as documentation agent, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation AgentsAgreement.

Appears in 1 contract

Samples: Credit Agreement (Arch Coal Inc)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 2.8.1 - LETTERS OF CREDIT SCHEDULE 5.9.10 - TAX GROSS UP AND INDEMNITIES FOR UK BORROWERS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 6.1.5 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS DEFINED BENEFIT PLANS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 6.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED SUBSIDIARIES, PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE BORROWER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(21.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(31.1(L) - INTERCREDITOR AGREEMENT XXXXXX XXXXXXX EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(21.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(T1.1(N)(3) - TERM NOTE EXHIBIT 2.5.1 1.1(P) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.5.2 2.4.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 5.9.7(A) - OPINION OF COUNSEL U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 7.1.16 5.9.7(B) - LANDLORD’S WAIVER U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of August 15April 30, 2005, 2019 and is made by and among KOPPERS INC.X.X. XXXXXX COMPANY, a Pennsylvania corporation (the “Borrower”"Company"), EACH OF THE CXT INCORPORATED, a Delaware corporation ("CXT"), SALIENT SYSTEMS, INC., an Ohio corporation ("Salient Systems"), X.X. XXXXXX RAIL TECHNOLOGIES, INC., a West Virginia corporation ("Rail Technologies, Inc."), X.X. XXXXXX RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada ("Rail Technologies Canada"), X.X. XXXXXX RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada ("Rail Technologies, Corp."), X.X. XXXXXX RAIL TECHNOLOGIES (UK) LIMITED, a private limited company existing under the laws of England and Wales ("Rail Technologies (UK)"), XXX ENGINEERING LIMITED, a private limited company existing under the laws of England and Wales ("XXX Engineering"), NETPRACTISE LIMITED, a private limited company existing under the laws of England and Wales ("Netpractise"), and XXX PLUS LIMITED, a private limited company existing under the laws of England and Wales ("XXX Plus" and together with the Company, CXT, Salient Systems, Rail Technologies, Inc., Rail Technologies Canada, Rail Technologies, Corp., Rail Technologies (UK), XXX Engineering, Netpractise, and each Person joining this Agreement as a Borrower from time to time, collectively referred to herein as the "Borrowers"), each of the GUARANTORS (as hereinafter defined)) from time to time a party hereto, the BANKS LENDERS (as hereinafter defined)) from time to time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the "Administrative Agent”) "), and NATIONAL CITY BANK OF PENNSYLVANIABank of America, N.A., as a Co-Syndication Agent, and CITIZENS BANK OF PENNSYLVANIACitizens Bank, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANKN.A., as a Co-Documentation Agents.Syndication Agent and Xxxxx Fargo Bank, National Association, as a Co-Syndication Agent. The Borrowers, the Administrative Agent, and certain of the Lenders hereunder are parties to a Second Amended and Restated Credit Agreement, dated as of March 13, 2015 (as amended to the date hereof, the "Existing Credit Agreement"), providing for a revolving credit facility and a term loan; and The Borrowers have requested that the Lenders amend and restate the Existing Credit Agreement to provide (i) a revolving credit facility to the Borrowers in an aggregate principal amount not to exceed $140,000,000, with sublimits for (a) the issuance of Letters of Credit in Dollars and in Optional Currencies in an amount not to exceed $30,000,000, (b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000, and (c) borrowings in Optional Currencies in an amount not to exceed $25,000,000; and with an incremental loan feature not to exceed $50,000,000, and (ii) a $25,000,000.00 term loan facility. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

Appears in 1 contract

Samples: Credit Agreement (Foster L B Co)

LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA — REORGANIZATION PRIOR TO CLOSING OF CCC TRANSACTION SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(11.1(R) - QUALIFIED ACCOUNTS — REAL PROPERTY SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - 2.9 — EXISTING LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS 6.1.24 — STATUS OF PLEDGED COLLATERAL SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES 7.1.14.1 — AMENDMENTS AND ASSIGNMENTS OF SECURITY DOCUMENTS SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES 7.1.14.2 — LIEN SEARCHES SCHEDULE 8.1.14 — ASSETS EXCLUDED FROM LIENS SCHEDULE 8.1.16 — POST-CLOSING MATTERS SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - — PERMITTED GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(11.1(B) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE — NEW LENDER JOINDER EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - — CNX GAS GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) — INDEMNITY EXHIBIT 1.1(I)(2) - — CNX GAS INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR — INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(P)(11.1(M) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT — MORTGAGE EXHIBIT 1.1(P)(21.1(N) - PLEDGE AGREEMENT — SWING LOAN NOTE EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - 7.1.4(A) — OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER 7.1.4(B) — OPINION OF XXXX XXXXX LLP EXHIBIT 7.1.4(C) — OPINION OF LOCAL COUNSEL EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - 8.3.4 — QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15April 12, 20052011 (and amended by Amendment No. 1 on December 5, 2013) and is made by and among KOPPERS CONSOL ENERGY INC., a Pennsylvania Delaware corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS LENDERS (as hereinafter defined), BANK OF AMERICA, N.A., in its capacity as syndication agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents).

Appears in 1 contract

Samples: Credit Agreement (CONSOL Energy Inc)

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