of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Exhibit G-1 – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 G-1 – Form of Swingline Revolving Note EXHIBIT H-1 G-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWINGLINE NOTE $ , National Association 1000 LouisianaFor value received, 9th Floorthe undersigned XXXXXXX PRODUCTION SERVICES, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.INC., a Delaware corporation (the “Borrower”), hereby promises to pay to or its registered assigns (a“Payee”) refers the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swingline Advances from the date of such Swingline Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), as Issuing Lender and as Swingline Lender. Capitalized terms used in this Swingline Note that are defined in the Credit Agreement and not otherwise defined in this Swingline Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Advance being evidenced by this Swingline Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to execute the maturity of this Swingline Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Swingline Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note. This Swingline Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
Appears in 2 contracts
Samples: Credit Agreement (Nine Energy Service, Inc.), Credit Agreement (Nine Energy Service, Inc.)
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES[DIAMOND OFFSHORE DRILLING, INC. .] [DIAMOND FOREIGN ASSET COMPANY] By: Name: Title: Exhibit G-2 E – Form of Swingline Note EXHIBIT H-1 F-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Year Revolving Credit Agreement dated as of May October 2, 2014 2018 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among Parent, the “Borrowers” and each individually a “Borrower”), the lenders party thereto from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) and other Loan Documents evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) the undersigned Lender is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with a certificate of its non-United States Person status on IRS Form W-8BEN or Form W-8BEN-E, as applicable. By executing this certificate, the undersigned Lender agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Parent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ] [IF LENDER IS DRE, NAME OF TAX OWNER] By: Name: Title: Date: ________ __, 20[ ] EXHIBIT F-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that (i) it is the sole record and beneficial owner of the participation for United States federal income Tax purposes in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: EXHIBIT F-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participant That Are Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Participant hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the undersigned Participant nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Participant has furnished the participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its direct or indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Exhibit F-3 – Form of U.S. Tax Compliance Certificate EXHIBIT F-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lender That Are Partnerships For United States Federal Income Tax Purposes) Reference is made to that certain 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among DIAMOND OFFSHORE DRILLING, INC., a Delaware corporation (“Parent”), DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company (the “Foreign Borrower” and, together with the Parent, the “Borrowers” and each individually a “Borrower”), the lenders from time to time party thereto, the issuing banks party thereto, and XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Swingline Lender. Pursuant to the provisions of Section 2.17(g) of the Credit Agreement, the undersigned Lender hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any other Loan Document, neither the undersigned Lender nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of either Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to either Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned Lender has furnished the Administrative Agent and the Parent with IRS Form W-8IMY accompanied by one of the following forms from each of its direct and indirect partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Parent and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Parent and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: [NAME OF TAX OWNER, IF PARTICIPANT IS A DRE] By: Name: Title: Date: Exhibit F-3 – Form of U.S. Tax Compliance Certificate EXHIBIT G FORM OF COMPLIANCE CERTIFICATE FOR THE QUARTERLY PERIOD FROM , 20__ TO , 20__ This certificate dated as of ______________, _______ is prepared pursuant to the 5-Year Revolving Credit Agreement dated as of October 2, 2018 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Diamond Offshore Drilling, Inc., a Delaware corporation (“Parent”), Diamond Foreign Asset Company, a Cayman Islands exempted company (the “Foreign Borrower” and, together with Parent, the “Borrowers”), the lenders from time to time party thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender Agent and Swingline Lender, and (b) certifies that it is authorized . Capitalized terms used but not otherwise defined herein shall have the meanings assigned to execute and deliver this Notice of Mandatory Payment under and pursuant to such terms in the Credit Agreement. Borrower The undersigned Financial Officer of the Parent hereby gives you irrevocable notice pursuant certifies to the Lender Parties that [(a) no Default or Event of Default has occurred during the fiscal quarterly period specified above or during a prior period if such Default has not been included on a previous Compliance Certificate1, (b) no change in GAAP or in the application thereof affecting the Borrowers has occurred since the date of the audited financial statements referred to in Section 2.13(c) 3.04 of the Credit Agreement Agreement2, and (c)]3 as of the date hereof, the following paymentsamounts and calculations were true and correct: For [the fiscal quarter/year ended]3 [ , 20__ ] (the “Statement Date”) As of the Statement Date
Appears in 1 contract
of the Credit Agreement. Except as specifically The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes referred to in the Credit Agreement and dated as of June 7, 2013, among the other Credit DocumentsBorrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower hereby waives presentment, demand, protest, notice agrees to pay expenses incurred by the Lender in connection with the enforcement of intent to accelerate, notice its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of acceleration, and any other notice the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSXXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. its General Partner By: Name: Title: Exhibit G-2 – Form Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Swingline Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By of Schedule to Note EURODOLLAR LOANS, CONVERSIONS AND PAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Made or Converted from Reference Rate Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Eurodollar Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT H-1 B FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE New York, National Association 1000 LouisianaNew York , 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments20
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of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FRANCE SARL By: -------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE (DEUTSCHLAND) GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsMicro
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of the Credit Agreement. Except as specifically provided It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by that certain Swing Line Note dated April 28, 2005, that certain Amended and Substituted Swing Line Note dated December 10, 2009 and any other Swing Line Notes executed by any Borrower in favor of Swing Line Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the other Credit Documentsextent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationExisting Notes and (c) is in no way intended, and any other notice of any kind. No failure shall not be deemed or construed, to exercise, and no delay in exercising, any rights hereunder on the part constitute a novation of the holder of this Swingline Note shall operate as a waiver of such rightsExisting Notes. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESMAPCO EXPRESS, INC. By: Name: Title: Exhibit G-2 – Form By: Name: Title: ANNEX I Schedule A to Swing Line Note LOANS AND REPAYMENTS OF SWING LINE LOANS Amount of Swingline Note Swing Line Amount of Principal of Swing Unpaid Principal Balance Date Loans Line Loans Repaid of Swing Line Loans Notation Made By EXHIBIT H-1 H FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers EXEMPTION CERTIFICATE Reference is made to the Second Amended and Restated Credit Agreement Agreement, dated as of May 2December 10, 2014 2009 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms ”) MAPCO EXPRESS, INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower thereunder by execution of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrowera joinder, the lenders party thereto from time to time “Borrowers”), the Lenders parties thereto, FIFTH THIRD BANK, as Joint Lead Arranger and Xxxxx Fargo BankSole Bookrunner, National AssociationFIFTH THIRD BANK, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies others. Capitalized terms used herein that it is authorized are not defined herein shall have the meanings ascribed to execute and deliver this Notice of Mandatory Payment under and pursuant to them in the Credit Agreement. Borrower hereby gives you irrevocable notice ___________________________ (the “Non-U.S. Lender”) is providing this certificate pursuant to Section 2.13(c2.18(d) of the Credit Agreement of the following paymentsAgreement. The Non-U.S. Lender hereby represents and warrants that:
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Term Note shall operate as a waiver of such rights. THIS SWINGLINE TERM NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING SECTION OTHER THAN SECTIONS 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE TERM NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, ALY ENERGY SERVICES INC. By: Name: Title: Exhibit G-2 H-2 – Form of Swingline Term Note EXHIBIT H-1 H-3 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE $__________________ ______________, National Association 1000 Louisiana___ For value received, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ______________ (a“Payee”) refers the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2October 26, 2014 2012 (as the same may be amended, restated restated, amended and restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) for the Lenders, Issuing Lender as issuing lender and Swingline Lenderas swing line lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swing Line Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to execute the maturity of this Swing Line Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. This Swing Line Note is given in renewal and modification of, and in exchange for, but not in discharge or novation of, that certain Swing Line Note dated October 4, 2011 made by the Borrower payable to the order of the Payee in an aggregate principal amount of [$ ]. Exhibit H – Form of Swing Line Note THIS SWINGLINE SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 H – Form of Swingline Swing Line Note EXHIBIT H-1 I-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankU.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 26, National Association 1000 Louisiana2013 (as amended, 9th Floorrestated, MAC T5002-090 Xxxxxxxsupplemented or otherwise modified from time to time, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersignedthe “Credit Agreement”), Xxxxxxx Production Servicesamong Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, Issuing Lender and Swingline Lender, and (b2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is authorized the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a controlled foreign corporation related to execute the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and deliver (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this Notice certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of Mandatory Payment under such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF PARTICIPANT] By: Name: Title: Date: , 20[ ] EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Second Amended and Restated Credit Agreement dated as of November 26, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Forum Energy Technologies, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party thereto, the Issuing Lenders, and Xxxxx Fargo Bank, National Association, as Administrative Agent and as Swing Line Lender. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Pursuant to the provisions of Section 2.13 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Advance(s) (as well as any Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Advance (s) (as well as any Note(s) evidencing such Advance (s)), (iii) with respect to the extension of credit pursuant to the Credit AgreementAgreement or any other Credit Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower hereby gives you irrevocable notice with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: , 20[ ] SCHEDULE I Pricing Schedule The Applicable Margin with respect to the Commitment Fees, Revolving Advances, and, if applicable, Swing Line Advances shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 2.13(c5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to the Commitment Fees, Revolving Advances, and, if applicable, Swing Line Advances shall be determined at Level VII and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level III described below until delivery of its audited financial statements and corresponding Compliance Certificate for the fiscal year ended December 31, 2013. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(c). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from lowest (Level I) to the highest (Level VII). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level I Is less than 1.00 1.50 % 0.00 % 0.25 % Level II Is greater than or equal to 1.00 but less than 1.50 1.75 % 0.25 % 0.375 % Level III Is greater than or equal to 1.50 but less than 2.25 2.00 % 0.50 % 0.375 % Level IV Is greater than or equal to 2.25 but less than 3.00 2.25 % 0.75 % 0.375 % Level V Is greater than or equal to 3.00 but less than 3.50 2.50 % 1.00 % 0.50 % Level VI Is greater than or equal to 3.50 but less than 4.00 3.00 % 1.50 % 0.50 % Level VII Is greater than or equal to 4.00 3.50 % 2.00 % 0.50 % SCHEDULE II Revolving Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: 000-000-0000 Facsimile: 704-715-0017 with a copy to: Address: 1000 Louisiana, 0xx Xxxxx XXX X0000-000 Xxxxxxx, Xxxxx 00000 Attn: X.X. Xxxxxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 CREDIT PARTIES Borrower/Guarantors Address for Notices: 000 Xxxxxxxx Xxxx Xxx, Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxx X. Xxxxxx Telephone: 000-000-0000 Facsimile: 000-000-0000 Lender Revolving Commitment Xxxxx Fargo Bank, National Association $ 100,000,000 JPMorgan Chase Bank, N.A. $ 100,000,000 Bank of America, N.A. $ 100,000,000 Citibank, N.A. $ 80,000,000 Deutsche Bank AG New York Branch $ 80,000,000 HSBC Bank USA, N.A. $ 75,000,000 Comerica Bank $ 45,000,000 Amegy Bank National Association $ 20,000,000 TOTAL: $ 600,000,000 Schedule 5.8 Requirements for New Subsidiaries Within 14 days, or such later date as accepted by the Administrative Agent (or, with respect to the creation or acquisition of a Foreign Subsidiary, within 30 days or such later date as accepted by the Administrative Agent) of creating a new Subsidiary or acquiring a new Subsidiary, the Credit Agreement Administrative Agent shall have received each of the following paymentsto the extent applicable:
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK TEXAS (INCLUDING SECTION 5-1401 AND SECTION 5-1402 EXCEPT THAT CHAPTER 346 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKTEXAS FINANCE CODE SHALL NOT APPLY TO THIS REVOLVING NOTE). Exhibit G-1 – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, INC. its general partner By: Name: Title: Exhibit G-2 G-1 – Form of Swingline Revolving Note EXHIBIT H-1 G-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE $ , National Association 1000 LouisianaFor value received, 9th Floor, MAC T5002the undersigned HI-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.CRUSH PARTNERS LP, a Delaware corporation limited partnership (the “Borrower”), hereby promises to pay to (a“Payee”) refers the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2August 21, 2014 2012 (as the same may be amended, restated restated, amended and restated, supplement or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, Amegy Bank National Association, as administrative agent (the “Administrative Agent”) for the Lenders, as Issuing Lender and Swingline as Swing Line Lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) certifies that it is authorized to execute and deliver contains provisions for acceleration of the maturity of this Notice Swing Line Note upon the happening of Mandatory Payment under and pursuant to certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
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of the Credit Agreement. Except All payments of principal of and interest on this Note shall be payable in lawful currency of the United States of America to the account designated by the Agent (and as specifically provided to which the Agent has notified the Borrower) in immediately available funds in accordance with Section 3.6 of the Credit Agreement Agreement. This Note is a Bridge Note referenced in, and the other Credit Documentsevidences Indebtedness incurred under, the Borrower hereby waives presentmentCredit Agreement, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part which reference is made for a description of the holder security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Swingline Note shall operate as a waiver of and on which such rightsIndebtedness may be declared to be or may automatically become immediately due and payable. THIS SWINGLINE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS111 The Borrower hereby waives all requirements as to diligence, WHETHER WRITTEN OR ORALpresentment, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREINdemand of payment, protest and notice of any kind with respect to this Note. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIESAll amounts owing hereunder are payable by the Borrower without relief from any valuation or appraisal laws. XXXXXXX PRODUCTION SERVICES, INCExecuted under seal as of the day and year first above written. BRUNSWICK BIOMEDICAL CORPORATION By: ------------------------------------- Name: Title: Exhibit G-2 – Form Person Amount of Swingline Note Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- EXHIBIT H-1 C-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankREVOLVING NOTE $______________ _______ __, National Association 1000 Louisiana____ FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesSURVIVAL TECHNOLOGY, Inc.INC., a Delaware corporation (the “"Borrower”"), as successor by merger to BRUNSWICK BIOMEDICAL CORPORATION, a Massachusetts corporation, promises to pay to the order of __________________________, a _________________ (athe "Lender"), at the times provided in the Credit Agreement referenced hereinafter, the principal sum of _______________________ DOLLARS ($__________) refers or, if less, the outstanding principal amount of all Revolving Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of April 15, 1996 (as amended, restated, supplemented, extended or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Credit Agreement), among the Borrower, Internationale Nederlanden (U.S.) Capital Corporation, as Agent, and the various lenders (including the Lender) as are, or may from time to time become, parties thereto. Notations indicating Revolving Loans made by the Lender pursuant to the Credit Agreement dated as and all payments on account of May 2, 2014 (as the same principal thereof may be amended, restated or modified from time-to-time, endorsed by the “Credit Agreement,” holder hereof on the defined terms of which are used in grid Schedule attached to this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National AssociationNote, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to provided in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments.
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Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
of the Credit Agreement. Except as specifically provided in The holder of this Note is authorized to record the date and amount of each Swing Line Loan made pursuant to Section 2.19 of the Credit Agreement and each payment of principal with respect thereto on the other Credit Documentsschedule annexed hereto and made a part hereof, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationor on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement in respect of the Swing Line Loans. This Note is one of the Swing Line Loan Notes referred to in the Amended and Restated Credit Agreement dated as of July 30, 2019, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other notice banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), and is entitled to the benefits thereof. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable, all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSXXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. its General Partner By: _______________________________ Name: Title: Exhibit G-2 – Signature Page to Form of Swingline Swing Line Note Schedule to Note SWING LINE LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Swing Line Loans Interest Rate Basis Amount of Principal Repaid Unpaid Principal Balance Notation Made By EXHIBIT H-1 C FORM OF NOTICE OF MANDATORY PAYMENT BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent 000 Xxxxxxx Xxxxxxxxxx Xxxx, Ops 0, Xxxxx 00 Xxxxxx, XX, 00000-0000, Xxxxxx Xxxxxx Attention: Loan and Agency Services, Xxxxxxx Xxxxxx [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 AttnReference: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx 66 Partners LP Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesXXXXXXXX 66 PARTNERS LP, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Amended and Restated Credit Agreement dated as of May 2July 30, 2014 2019 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the with terms defined terms of which are used in this Notice of Mandatory Payment unless therein and not otherwise defined in this Notice of Mandatory Payment) herein being used herein as therein defined), among the Borrowerundersigned, the lenders party thereto from time to time and Xxxxx Fargo JPMorgan Chase Bank, National AssociationN.A., as Administrative Agent, Issuing Swing Line Lender and Swingline Lenderan Issuing Bank, the Lenders and other Persons from time to time party thereto, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.13(c) 2.3 of the Credit Agreement of the following paymentsAgreement:
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of the Credit Agreement. Except as specifically provided The Term A Loan owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that any failure to make such endorsement on -------- ------- such grid shall in no way alter, impair or limit the Borrower's obligations hereunder. This Term A Note is one of the Term A Notes referred to in, and is entitled to the benefits of, the Credit Agreement dated as of February 18, 1999 (as the same may be amended, amended and the other Credit Documentsrestated, supplemented or otherwise modified from time to time, the "CREDIT AGREEMENT") among the Borrower, the ---------------- other Loan Parties signatory thereto, the Lender and certain other entities listed on the signature pages of the Credit Agreement as Lenders and Credit Suisse First Boston Canada, for itself as a Lender and as Administrative Agent. The Credit Agreement, among other things, (i) provides for a single Term A Loan by the Lender to the Borrower on the Closing Date in an aggregate principal amount not to exceed at any time outstanding the US Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term A Loan being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Borrower and any endorser of this Term A Note hereby waives waive presentment, demand, protest, notice of intent to accelerate, notice of acceleration, protest and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE PROMISSORY NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)PROVINCE ONTARIO. THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INCPANOLAM INDUSTRIES LTD. By: Name: :___________________________________ Title: Exhibit G-2 – Form TERM A LOANS AND PAYMENTS OF PRINCIPAL ============================================================================================== Date Amount of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT Term A Loan Amount of Principal Paid Unpaid Principal Balance Notation or Prepaid Made By ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ---------------------------------------------------------------------------------------------- ============================================================================================== XXX-X-0 XXXXXXX XXX-X XXXX XX XXXX X NOTE US$ [Date____________] Xxxxx Fargo BankDated: February 16, National Association 1000 Louisiana1999 FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesPANOLAM INDUSTRIES LTD., Inc., a Delaware an Ontario corporation (the “Borrower”"BORROWER"), HEREBY PROMISES TO PAY to the order of -------- [NAME OF LENDER] (athe "LENDER") refers the aggregate principal amount of the Term B ------ Loan (as defined below) owing to the Lender by the Borrower pursuant to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used below) in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant consecutive quarterly installments according to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to amortization schedule set forth in Section 2.13(c2.03(b) of the Credit Agreement until such principal amount has been paid in full with the last such installment owing under the Credit Agreement to be paid on the Term B Termination Date. All capitalized terms used and not otherwise defined herein have the meanings given to them in the Credit Agreement. The Borrower promises to pay interest on the unpaid principal amount of the following paymentsTerm B Loan from the date of such Term B Loans until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.
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of the Credit Agreement. Except This Note (a) is one of the Term Notes referred to in the Subordinated Secured Credit Agreement dated as specifically of October , 2000 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrowers, the Guarantors, KeyBank National Association ("KeyBank") and Fleet Bank, as lenders, and KeyBank, as Administrative Agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Security Documents and the Credit Agreement. Reference is hereby made to the Security Documents and the Credit Agreement for a description of the properties and assets in which a security interest has been granted, the nature and extent of 19 <PAGE> the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note is respect thereof. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the other meanings given to them in the Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rightsAgreement. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESSAFETY COMPONENTS INTERNATIONAL, INC. By: Name--------------------------------------- Its: Title--------------------------------------- AUTOMOTIVE SAFETY COMPONENTS GMBH & CO. KG By: --------------------------------------- Its: --------------------------------------- AUTOMOTIVE SAFETY COMPONENTS INTERNATIONAL LIMITED By: --------------------------------------- Its: --------------------------------------- 20 <PAGE> Exhibit G-2 – B to Subordinated Secured Credit Agreement [Copy of the Plan of Reorganization] 21 <PAGE> Exhibit C to Subordinated Secured Credit Agreement [Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Supplement] 22 <PAGE> Schedule 1 Guarantors ASCI Holdings Germany (DE), Inc. ASCI Holdings U.K. (DE), Inc. ASCI Holdings Mexico (DE), Inc. ASCI Holdings Czech (DE), Inc. Automotive Safety Components International, Inc. Automotive Safety Components International, S.A. de C.V. Galion, Inc. Safety Components Fabric Technologies, Inc. Valentec International Corporation, LLC 1 <PAGE> Schedule 2 Debtors Safety Components International, Inc. Safety Components Fabric Technologies, Inc. Automotive Safety Components International, Inc. ASCI Holdings U.K. (DE), Inc. ASCI Holdings Mexico (DE), Inc. ASCI Holdings Germany (DE), Inc. ASCI Holdings Czech (DE), Inc. 2 <PAGE> Schedule 3 Definitions "Administrative Agent": as defined in the preamble hereto. "Agreement": this Subordinated Secured Credit Agreement, including all schedules hereto, as amended, supplemented or otherwise modified from time to time. "ASCL": as defined in the preamble hereto. "Bankruptcy Code": as defined in Recital A. "Borrowers": as defined in the preamble hereto. "Business Day": a day other than a Saturday, Sunday or other day on which commercial banks in the state where the Funding Office is located are authorized or required by law to close. "Chapter 11 Cases": as defined in Recital A. "Closing Date] Xxxxx Fargo Bank": as defined in Section 5.1. "Collateral": as defined in the Prepetition Credit Documents with respect to property held or owned by any of the Obligors; provided that, National Association 1000 Louisianasubject to the last sentence of Section 7.1, 9th Floorthe Collateral will include all Collateral acquired by any Obligor after the Petition Date and all additional collateral of each Obligor granted to or pledged to or in favor of, MAC T5002or for the benefit of, the Administrative Agent and/or the Lenders to secure the Obligations. "Consolidated EBITDA": means with respect to Safety Components on a consolidated basis with its subsidiaries for each fiscal quarter, (A) the sum of the amounts for such fiscal quarter of (i) net income, (ii) taxes imposed on or measured by net income, (iii) interest expense, (iv) depreciation and amortization, and (v) extraordinary non-090 Xxxxxxxcash losses and non-cash charges, Xxxxx 00000 Attnless (B) extraordinary non-cash gains for the same period, all as determined in accordance with GAAP. "Court": Xxxxxx X. Xxxxxxxx III Telephoneas defined in Recital A. "Debtors": (000) 000-0000 Facsimileas defined in Recital A. "Dollars" and "$": (000) 000-0000 Emaildollars in lawful currency of the United States. "Environmental Claim": xxxxxxxx@xxxxxxxxxx.xxx Ladies as defined in the Prepetition Credit Agreement. "Event of Default": each "Event of Default" under and Gentlemenas defined in the Senior Exit Facility Documents and each other event or occurrence described in Section 10.1 hereof. "Final Order": The undersignedas defined in the Plan of Reorganization. 3 <PAGE> "Fleet": as defined in the preamble hereto. "Funding Office": the office of the Administrative Agent specified in Section 11.4 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Borrowers and the Lenders. "GAAP": generally accepted accounting principals in the United States as in effect from time to time. "GmbH": as defined in the preamble hereto. "Guaranteed Obligations": as defined in Section 10.1. "Guarantors": as defined in the preamble hereto. "Indemnities": as defined in Section 11.3. "Indebtedness": as defined in the Senior Exit Facility Credit Agreement as in effect on the date hereof. "Intercreditor Agreement": the Intercreditor and Subordination Agreement dated as of October 11, Xxxxxxx Production Services2000 by and among the Senior Lender, Inc.the Administrative Agent and the Lenders. "KeyBank": as defined in the preamble hereto. "Lenders": as defined in the preamble hereto. "Liens": as defined in the Prepetition Credit Agreement. "Loan Amount": as defined in Section 2.1. "Maturity Date": October 11, a Delaware corporation (the “Borrower”)2002. "Obligations": in each case, whether now in existence or hereafter arising, (a) refers to the Credit Agreement dated as principal of May 2, 2014 (as and interest on the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline LenderTerm Loans, and (b) certifies that it is authorized all indebtedness, liabilities, obligations, covenants and duties of the Obligors to execute the Administrative Agent and deliver the Lenders of every kind, nature and description arising under or in respect of this Notice Agreement or the Term Notes, whether direct or indirect, absolute or contingent, due or not due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note, and whether or not for the payment of Mandatory Payment under and money, including expenses required to be paid pursuant to Section 11.3. "Obligors": the collective reference to the Borrowers and the Guarantors. "Permitted Liens": as defined in the Senior Exit Facility Credit Agreement. Borrower hereby gives you irrevocable notice "Order": as defined in Recital F. 4 <PAGE> "Person": an individual, limited liability company, corporation, partnership, association, trust or unincorporated organization, joint venture or other entity or a government or any agency or political subdivision thereof. "Petition Date Repayment": as defined in Recital C. "Petition Date": as defined in Recital A. "Plan of Reorganization": as defined in Recital D. "Prepetition Credit Agreement": as defined in Recital B. "Prepetition Credit Documents": collectively, the Prepetition Credit Agreement and the Security Documents. "Prepetition Obligations": as defined in Recital B. "Released Claims": Collectively, all claims, liabilities, actions, causes of action, judgments or suits which may now or in the future be alleged or asserted by any Obligor against the Administrative Agent or any Lender in respect of the Prepetition Credit Documents or Subordinated DIP Facility Documents, including the financial accommodations extended by the Lenders (including KeyBank as issuer of letters of credit under the Prepetition Credit Agreement) under Prepetition Credit Documents, all payments made to the Lenders under the Prepetition Credit Documents or Subordinated DIP Facility Documents (whether prior to or after the Petition Date), the claims, Liens and security interests granted to the Administrative Agent and the Lenders the Prepetition Credit Documents or Subordinated DIP Facility Documents and all other transactions entered into in connection with the Prepetition Credit Documents or Subordinated DIP Facility Documents. "Required Lenders": Lenders holding at least 51% of the principal amount of the outstanding Term Loans. "Safety Components": as defined in the preamble hereto. "Security Documents": the documents listed on Schedule 4 hereto pursuant to Section 2.13(c) which the Obligors granted certain Liens and security interests to the Administrative Agent for the ratable benefit of the Lenders to secure the Prepetition Obligations. "Senior Exit Facility Borrowers": as defined in Recital E. "Senior Exit Facility Credit Agreement": as defined in Recital E. "Senior Exit Facility Documents": as defined in Recital E. "Senior Exit Facility Guarantors": as defined in Recital E. "Senior Exit Facility": as defined in Recital E. "Senior Lender": as defined in Recital E. 5 <PAGE> "Subordinated DIP Credit Agreement": as defined in Recital C. "Subordinated DIP Facility Closing Date": as defined in Recital C. "Subordinated DIP Facility Documents": collectively, the Subordinated DIP Credit Agreement and the notes evidencing Subordinated DIP Term Loans. "Subordinated DIP Interest and Fees": as defined in Recital C. "Subordinated DIP Obligations": as defined in Recital C. "Subordinated DIP Term Loans": as defined in Recital C. "Subordinated Exit Facility Documents": collectively, this Agreement and the Term Loan Notes. "Term Loan Notes": as defined in Section 2.4. "Term Loans": as defined in Section 2.1. "Uniform Commercial Code": the Uniform Commercial Code as in effect from time to time in the State of New York or in any other state the following paymentslaws of which are required by Section 9-103 thereof to be applied in connection with the issue of perfection of security interests. 6 <PAGE> Schedule 4 Security Documents 1.
Appears in 1 contract
Samples: www.sec.gov
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. [This Revolving Note is given in renewal, increase and modification, but not in discharge or novation, of that certain Revolving Note dated [August 2, 2010][June 29, 2011] made by the Borrower payable to the order of the Payee in an aggregate amount of [$ ].] Exhibit F – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 F – Form of Swingline Revolving Note EXHIBIT H-1 G FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankPLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, National Association 1000 Louisianadated as of August 2, 9th Floor2010 (as amended, MAC T5002-090 Xxxxxxxsupplemented, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies amended and Gentlemen: The undersignedrestated or otherwise modified from time to time, Xxxxxxx Production Servicesthis “Security Agreement”), Inc.is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower party hereto from time to time (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among collectively with the Borrower, the lenders party thereto from time to time “Grantors” and Xxxxx Fargo Bankindividually, National Associationa “Grantor”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the “Administrative Agent, Issuing Lender and Swingline Lender, and ”) for the ratable benefit of the Secured Parties (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of as defined in the Credit Agreement of the following paymentsreferred to herein).
Appears in 1 contract
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE AG By: -------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $1,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE (AUSTRALIA) PTY LIMITED, a corporation organized under the laws of Australia (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsMicro
Appears in 1 contract
of the Credit Agreement. Except The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Term A Loan Note (this “Note”) (a) is one of the Term A Loan Notes referred to in the Credit Agreement, dated as specifically of June 25, 2013, among the Borrower, the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) is subject to the provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the other meanings given to them in the Credit DocumentsAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rightsTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESBORROWER: TELECOMMUNICATION SYSTEMS, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note SOLVERN INNOVATIONS, INC. By: Name: Title: NETWORKS IN MOTION, INC. By: Name: Title: MICRODATA GIS, INC. By: Name: Title: MICRODATA, LLC By: Name: Title: NEXTGEN COMMUNICATIONS, INC. By: Name: Title: EXHIBIT H-1 H-4 FORM OF NOTICE DELAYED DRAW TERM LOAN NOTE TELECOMMUNICATION SYSTEMS, INC. SOLVERN INNOVATIONS, INC. NETWORKS IN MOTION, INC. MICRODATA GIS, INC. MICRODATA, LLC NEXTGEN COMMUNICATIONS, INC. THIS DELAYED DRAW TERM LOAN NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF MANDATORY PAYMENT THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS DELAYED DRAW TERM LOAN NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE TERM LOAN REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $[Date___________] Xxxxx Fargo BankSanta Clara, National Association 1000 LouisianaCalifornia June __, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments2013
Appears in 1 contract
Samples: Credit Agreement (Telecommunication Systems Inc /Fa/)
of the Credit Agreement. Except The Borrower hereby certifies that [, based upon a conversion rate of ______,] the Tranche [A][B] availability as specifically provided of the date hereof, before giving effect to the requested Loan, is __________________, and that after giving effect to the requested Loan, the sum of the Tranche [A][B] Obligations and the Tranche [A][B] Letter of Credit Obligations will not exceed the Tranche [A][B] Commitments. [The Borrower also certifies that after giving effect to the requested Loans, the Dollar Equivalent of the sum of (i) all Tranche B Obligations denominated in Alternative Currency and (ii) all outstanding Tranche B Letter of Credit Obligations denominated in Alternative Currency is less than or equal to the lesser of (a) $50,000,000 or (b) the Tranche B Commitments based upon a conversion rate of ___________.] The undersigned hereby further certifies to you that it is in compliance with the covenants specified in Section 9.1 through Section 9.6 of the Credit Agreement, and will remain in compliance with such covenants after the making of the requested Loan, as evidenced by a Compliance Certificate in the form of Exhibit C to the Credit Agreement of even date, herewith delivered to you simultaneously with this Loan Request. We also understand that if you grant this request, this request obligates us to accept the requested Loan on such date. The undersigned hereby certifies to you, in accordance with the provisions of Section 11.1 of the Credit Agreement, that (i) the representations and warranties contained in the Credit Agreement and in each document and instrument delivered pursuant to or in connection therewith, were true as of the other Credit Documentsdate as of which they were made, are also true at and as of the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationdate hereof, and any other notice of any kind. No failure to exercise, will also be true at and no delay in exercising, any rights hereunder on the part as of the holder proposed Borrowing Date of this Swingline Note shall operate the Loan requested hereby, in each case except as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and permitted pursuant to the provisions of Section 11.1 of the Credit Agreement. , (ii) the Borrower hereby gives you irrevocable notice pursuant to has performed and complied with all terms and conditions required by Section 2.13(c) 11.1 of the Credit Agreement to be performed by it on or prior to the Borrowing Date, and (iii) no Default or Event of Default has occurred and is continuing, or is reasonably likely to occur as a result of making the Loan requested herein. Please wire transfer the proceeds of the Borrowing in the requested currency to the accounts [of the following paymentspersons](6/) [listed below in the name of the Borrower and denominated
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FINLAND OY By:______________________________________ Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,000,000 For value received, MICRO WAREHOUSE SWEDEN AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amended, restated amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders party which is signatory thereto from time to time (including the Lender) and Xxxxx Fargo Bank, National Association, as the Administrative Agent, Issuing Agent and evidences the Revolving Credit Loans made by the Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsBorrower
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Term Note shall operate as a waiver of such rights. THIS SWINGLINE TERM NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)TEXAS. THIS SWINGLINE TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FLOTEK INDUSTRIES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 H-3 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE $ , National Association 1000 LouisianaFor value received, 9th Floorthe undersigned FLOTEK INDUSTRIES, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (a“Payee”) refers the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2March 31, 2014 2008 (as the same may be amended, restated restated, supplement or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National AssociationN.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and as Issuing Lender for the Lenders. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and Swingline Lendernot otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swing Line Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Swing Line Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranties.
Appears in 1 contract
of the Credit Agreement. Except The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as specifically of July 30, 2019, among the Borrower, Xxxxxxxx 66 Company, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the other Credit Documents, Agreement. Upon the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. XXXXXXXX 66 By: _______________________________ Name: Title: Exhibit G-2 – Signature Page to Form of Swingline Revolving Credit Note Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Eurocurrency Loans Amount of Reference Rate Loans Paid or Converted into Eurocurrency Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate, AlternateCurrency Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate, AlternateCurrency Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ of Schedule to Note ALTERNATE CURRENCY LOANS, CONVERSIONSAND PAYMENTS OF ALTERNATE CURRENCY LOANS Date Amount of Alternate Currency Loans Made or Converted from Reference Rate or Eurodollar Rate Loans Interest Period and Alternate Currency Rate with Respect Thereto Amount of Alternate Currency Loans Paid or Converted into Reference Rate or Eurodollar Rate Loans Unpaid Principal Balance of Alternate Currency Loans Notation Made By _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ _____ _____________ _________ _____________ ___________ ___________ EXHIBIT H-1 B [Intentionally Deleted] EXHIBIT C FORM OF NOTICE OF MANDATORY PAYMENT BORROWING REQUEST JPMorgan Chase Bank, N.A., as Administrative Agent 0000 Xxxxxx Xxxxxx, 10th Floor Houston, Texas, 77002 Attention: Loan and Agency Services, Xxxxxx Xxxxxxxx [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 AttnReference: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx 66 Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesXXXXXXXX 66, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Amended and Restated Credit Agreement dated as of May 2July 30, 2014 2019 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the with terms defined terms of which are used in this Notice of Mandatory Payment unless therein and not otherwise defined in this Notice of Mandatory Payment) herein being used herein as therein defined), among the Borrowerundersigned, JPMorgan Chase Bank, N.A., as Administrative Agent and an Issuing Bank, the lenders party thereto Lenders and other Persons from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lenderparty thereto, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.13(c) 2.3 of the Credit Agreement of the following paymentsAgreement:
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Samples: Credit Agreement (Phillips 66)
of the Credit Agreement. Except as specifically provided It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April ___, 2005 and any other Revolving Credit Notes executed by any Borrower in favor of Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the other Credit Documentsextent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationExisting Notes and (c) is in no way intended, and any other notice of any kind. No failure shall not be deemed or construed, to exercise, and no delay in exercising, any rights hereunder on the part constitute a novation of the holder of this Swingline Note shall operate as a waiver of such rightsExisting Notes. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESMAPCO EXPRESS, INC. By: Name: Title: Exhibit G-2 – Form Schedule A to R-1 Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Amount of Swingline Principal Amount of Base Rate Amount of Base Rate Amount Converted to of Base Rate Loans Loans Converted to Unpaid Principal Balance Notation Made Date Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans By Schedule B to R-1 Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Interest Period and Amount of Amount Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Converted to with Respect of Eurodollar Loans Converted to Base Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Rate Loans Eurodollar Loans Made By EXHIBIT H-1 G-3 FORM OF NOTICE [AMENDED AND SUBSTITUTED] R-2 REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF MANDATORY PAYMENT THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, New York Dated as of [DateApril ___, 2005][ ___, 20___] Xxxxx Fargo Bank[Amended and Substituted as of ___, National Association 1000 Louisiana20___] FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesMAPCO EXPRESS, Inc.INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “BorrowerBorrowers”), hereby unconditionally, jointly and severally, promise to pay to (the “Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the New Revolving Credit Termination Date the principal amount of (a) refers DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.4 of the Credit Agreement. The Borrowers further jointly and severally agree to pay interest in like money at such Payment Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of any Revolving Credit Loan. This [Amended and Substituted] Note (a) is one of the R-2 Revolving Credit Notes referred to in the Second Amended and Restated Credit Agreement dated as of May 2December ___, 2014 2009 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the BorrowerBorrowers, the lenders party thereto from time to time and Xxxxx Fargo Lender, the Lenders parties thereto, Fifth Third Bank, National Association, as Administrative Agent, Issuing Lender and Swingline LenderFifth Third Bank, as Arranger, and others, (b) certifies that it is authorized subject to execute the provisions of the Credit Agreement and deliver this Notice of Mandatory Payment under (c) is subject to optional and pursuant to mandatory prepayment in whole or in part as provided in the Credit Agreement. Borrower This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby gives you irrevocable notice pursuant made to Section 2.13(c) the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement of and used herein shall have the following paymentsmeanings given to them in the Credit Agreement.
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of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower Parent hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK. Exhibit D-1 – Form of Revolving Note (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Parent) THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESDIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit G-2 D-1 – Form of Swingline Revolving Note (Parent) EXHIBIT H-1 D-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankREVOLVING NOTE (BORROWING SUBSIDIARY) $ , National Association 1000 LouisianaFOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Subsidiary Borrower”), (a) refers hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Revolving Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of such Revolving Loans from the date of such Revolving Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Revolving Note in accordance with the terms of the Credit Agreement. This Revolving Note is one of the Revolving Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of May 2September 28, 2014 2012 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), by and among the BorrowerDiamond Offshore Drilling, Inc. (“Parent”), the lenders Subsidiary Borrower and any other Borrowing Subsidiary, together as borrowers, the Lenders who are or may become a party thereto from time to time thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent, Issuing Lender ”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Revolving Loans by the Lender to any Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Revolving Loan being evidenced by this Revolving Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Revolving Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Revolving Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Both principal and interest are payable in lawful money of the Credit Agreement United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Revolving Note, but no failure of the following paymentsLender to make such recordings shall affect the Subsidiary Borrower’s repayment obligations under this Revolving Note.
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of the Credit Agreement. Except as specifically The terms of this Promissory Note may be amended, supplemented or otherwise modified only in the manner provided in the Credit Agreement and the other Credit Documents, the Agreement. The Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, protest and any other notice of any kind. No failure on the part of the holder hereof to exercise, and no delay in exercising, any rights right, power or privilege hereunder on the part of the holder of this Swingline Note shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such rightsright, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York. THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, TRUE NORTH COMMUNICATIONS INC. By: ____________________________________ Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 B-1 TO THE CREDIT AGREEMENT FORM OF NOTICE OF MANDATORY PAYMENT REVOLVING CREDIT BORROWING [DateDate of Notice of Revolving Credit Borrowing] Xxxxx Fargo BankCitibank, National Association 1000 LouisianaN.A., 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attnas Administrative Agent for the Lenders party to the Credit Agreement referred to below [Address] Attention: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx ____________________ Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.TRUE NORTH COMMUNICATIONS INC., a Delaware corporation (the “Borrower”)corporation, (a) refers to the Credit Agreement dated as of May 229, 2014 1998 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the "CREDIT AGREEMENT"; capitalized terms defined terms of which are used in this Notice of Mandatory Payment therein unless otherwise defined in this Notice of Mandatory Paymentherein being used herein as therein defined) among the Borrowerundersigned, the banks, financial institutions and other institutional lenders (collectively, the "LENDERS") party thereto from time to time and Xxxxx Fargo BankCitibank, National AssociationN.A., as Administrative Agent, Issuing Lender and Swingline LenderAgent for the Lenders thereunder, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a Revolving Credit Borrowing under the Credit Agreement and, in connection therewith, sets forth below the information relating to such Revolving Credit Borrowing (the "PROPOSED REVOLVING CREDIT BORROWING") as required by Section 2.13(c2.02(a) of the Credit Agreement of the following paymentsAgreement:
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of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE DENMARK APS By: ----------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $7,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Seven Million Five Hundred Thousand Dollars ($7,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsMicro
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. THIS SWINGLINE SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, Exhibit D-3 – Form of Swing Line Note THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-5- 1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Signature Page Follows] Exhibit D-3 – Form of Swing Line Note PIONEER INVESTMENT, INC. By: Name: Title: Exhibit G-2 D-3 – Form of Swingline Swing Line Note EXHIBIT H-1 E-1 FORM OF NOTICE OF MANDATORY PAYMENT REVOLVING BORROWING [Date] Xxxxx Fargo Bank, National Association, as Administrative Agent 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, Xxxxx Xxxxxxxx 00000 Attn: Syndication/Agency Services Telephone: (000) 000-0000 Facsimile: (000) 000-0000 With a copy to: Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx Xxxxxxx X. Xxxxxxxx III Xxxxx Telephone: (000) -000-0000 Facsimile: (000) -000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersignedPursuant to Section [2.4(a)][2.3(d)]1 of the Credit Agreement dated as of August 7, Xxxxxxx Production Services2014 (as amended, restated, amended and restated, supplemented or otherwise modified from time-to-time, the “Credit Agreement”; the defined terms of which are used in this Notice of Revolving Borrowing unless otherwise defined in this Notice of Revolving Borrowing) among (a) Pioneer Investment, Inc., a Delaware corporation (the “Borrower”), (ab) refers to the Credit Agreement dated as of May 2Pioneer Intermediate, 2014 Inc., a Delaware corporation, (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Paymentc) among the Borrower, the lenders party thereto from time to time and time, (d) Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as an Issuing Lender and Swingline as Swing Line Lender, and (be) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to HSBC Bank Canada, as an Issuing Lender, the Credit Agreement. Borrower undersigned hereby gives you irrevocable notice pursuant that the Borrower hereby requests a [Revolving][Swing Line] Borrowing (the “Proposed Borrowing”), and in connection with that request sets forth below the information relating to Section 2.13(c) of the Proposed Borrowing as required by the Credit Agreement of the following paymentsAgreement:
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Exhibit F – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 F – Form of Swingline Revolving Note EXHIBIT H-1 G FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankPLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, National Association 1000 Louisianadated as of August 2, 9th Floor2010 (as amended, MAC T5002-090 Xxxxxxxsupplemented, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies amended and Gentlemen: The undersignedrestated or otherwise modified from time to time, Xxxxxxx Production Servicesthis “Security Agreement”), Inc.is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower party hereto from time to time (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among collectively with the Borrower, the lenders party thereto from time to time “Grantors” and Xxxxx Fargo Bankindividually, National Associationa “Grantor”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the “Administrative Agent, Issuing Lender and Swingline Lender, and ”) for the ratable benefit of the Secured Parties (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of as defined in the Credit Agreement of the following paymentsreferred to herein).
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES[DIAMOND OFFSHORE DRILLING, INC. .] [DIAMOND FOREIGN ASSET COMPANY] By: Name: Title: Exhibit G-2 D – Form of Swingline Revolving Note EXHIBIT H-1 E FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWINGLINE NOTE $100,000,000 ______________, National Association 1000 Louisiana___ FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production Services[DIAMOND OFFSHORE DRILLING, Inc.INC., a Delaware corporation corporation] [DIAMOND FOREIGN ASSET COMPANY, a Cayman Islands exempted company] (the “Borrower”), (a) refers hereby promises to pay to the order of ______________ (“Lender”) the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is the Swingline Note referred to in, and is entitled to the benefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of May October 2, 2014 2018 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the BorrowerBorrower and [Diamond Offshore Drilling Inc.][Diamond Foreign Asset Company], as borrowers, the lenders Lenders who are or may become a party thereto from time to time thereto, the issuing banks party thereto, and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent, Issuing Lender ”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Swingline Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Both principal and interest are payable in lawful money of the Credit Agreement United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Lender shall record payments of principal made under this Swingline Note, but no failure of the following paymentsLender to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note.
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of the Credit Agreement. Except The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in the Credit Agreement. This Delayed Draw Term Loan Note (this “Note”) (a) is one of the Delayed Draw Term Loan Notes referred to in the Credit Agreement, dated as specifically of June 25, 2013, among the Borrower, the Lenders party thereto, and Silicon Valley Bank, as Administrative Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b) is subject to the provisions of the Credit Agreement, and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence and during the continuance of any one or more Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the other meanings given to them in the Credit DocumentsAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rightsTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESBORROWER: TELECOMMUNICATION SYSTEMS, INC. By: Name: Title: SOLVERN INNOVATIONS, INC. By: Name: Title: NETWORKS IN MOTION, INC. By: Name: Title: MICRODATA GIS, INC. By: Name: Title: MICRODATA, LLC By: Name: Title: NEXTGEN COMMUNICATIONS, INC. By: Name: Title: EXHIBIT I RESERVED EXHIBIT J FORM OF COLLATERAL INFORMATION CERTIFICATE (Please see attached form) Exhibit G-2 – Form of Swingline Note J EXHIBIT H-1 K FORM OF NOTICE OF MANDATORY PAYMENT [BORROWING TELECOMMUNICATION SYSTEMS, INC. SOLVERN INNOVATIONS, INC. NETWORKS IN MOTION, INC. MICRODATA GIS, INC. MICRODATA, LLC NEXTGEN COMMUNICATIONS, INC. Date] : TO: SILICON VALLEY BANK 3000 Xxxxxx Xxxxx Fargo BankSanta Clara, National Association 1000 LouisianaCA 95054 Attention: Corporate Services Department RE: Credit Agreement, 9th Floordated as of June 25, MAC T5002-090 Xxxxxxx2013, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: among TELECOMMUNICATION SYSTEMS, INC., a Maryland corporation (000“TCS”), SOLVERN INNOVATIONS, INC., a Maryland corporation (“Solvern”), NETWORKS IN MOTION, INC., a Delaware corporation (“NIM”), MICRODATA GIS, INC., a Vermont Corporation (“microData GIS”), MICRODATA, LLC, a Maryland limited liability company (“microDATA LLC”), and NEXTGEN COMMUNICATIONS, INC., a Maryland corporation (“NextGen”, and together with TCS, Solvern, NIM, microDATA GIS, and microDATA LLC, jointly and severally, individually and collectively, referred to as the “Borrower”), the several banks and other financial institutions or entities from time to time parties to thereto as lenders (each a “Lender” and collectively, the “Lenders”), SILICON VALLEY BANK, as the Issuing Lender and the Swingline Lender, and SILICON VALLEY BANK (“SVB”), as administrative agent and collateral agent for the Lenders (in such capacity, the “Administrative Agent”) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx as amended, restated, amended and restated, supplemented, restructured or otherwise modified from time to time, the “Credit Agreement”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. Ladies and Gentlemen: The undersigned, Xxxxxxx Production Servicesin his/her capacity as a Responsible Officer of the Borrower and not in his/her individual capacity, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice notice, pursuant to Section 2.13(c) [2.2] [2.5] [2.7(a)] of the Credit Agreement Agreement, of the following paymentsborrowing of a [Term A Loan] [Delayed Draw Term Loan] [Revolving Loan] [Swingline Loan].
Appears in 1 contract
Samples: Credit Agreement (Telecommunication Systems Inc /Fa/)
of the Credit Agreement. Except as specifically The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes referred to in the Credit Agreement and dated as of June 7, 2013, among the other Credit DocumentsBorrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower hereby waives presentment, demand, protest, notice agrees to pay expenses incurred by the Lender in connection with the enforcement of intent to accelerate, notice its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of acceleration, and any other notice the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSSignature Page to Revolving Credit Note XXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. its General Partner By: Name: Title: Exhibit G-2 – Form Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Swingline Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By Note EURODOLLAR LOANS, CONVERSIONS AND PAYMENTS OF EURODOLLAR LOANS Date Amount of Eurodollar Loans Made or Converted from Reference Rate Loans Interest Period and Eurodollar Rate with Respect Thereto Amount of Eurodollar Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Eurodollar Loans Notation Made By EXHIBIT H-1 B FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE New York, National Association 1000 LouisianaNew York , 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments20
Appears in 1 contract
Samples: Credit Agreement
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE SWEDEN AB By: ----------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE HOLDING B.V., a company with limited liability organized under the laws of The Netherlands (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE LIMITED By: -------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ---------------------- ------- ----------- -- REVOLVING CREDIT NOTE $6,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE FRANCE SARL, a societe a responsabilite limitee organized under the laws of France (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Six Million Dollars ($6,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in Each Revolving Advance owing to the Credit Agreement Lender by the Borrower and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationmaturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any other notice transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that any kind. No failure to exercisemake such -------- ------- endorsement on such grid shall in no way alter, impair or limit the Borrower's obligations hereunder. This Promissory Note is one of the Notes referred to in, and no delay in exercisingis entitled to the benefits of, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2April 25, 2014 1997 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment"CREDIT AGREEMENT") among the Borrower, National Golf Properties, Inc., the ---------------- Lender and certain other lenders party thereto parties thereto, and NationsBank of Texas, N.A., as Agent for the Lender and such other lenders. The Credit Agreement, among other things, (i) provides for the making of certain revolving advances (the "REVOLVING ADVANCES") by the Lender to the Borrower from time to time and Xxxxx Fargo Bankin an ------------------ aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, National Association, as Administrative Agent, Issuing Lender and Swingline Lenderthe indebtedness of the Borrower resulting from each such Revolving Advance being evidenced by this Promissory Note, and (bii) certifies contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of California. NATIONAL GOLF OPERATING PARTNERSHIP, L.P. By: NATIONAL GOLF PROPERTIES, INC., its General Partner By:_________________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL ============================================================================================================= Amount of Principal Unpaid Principal Notation Date Amount of Advance Paid or Prepaid Balance Made By ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- ============================================================================================================= EXHIBIT E NGP GUARANTY GUARANTY dated as of April 25, 1997 (as amended, supplemented or otherwise modified from time to time, this "GUARANTY") made by NATIONAL GOLF -------- PROPERTIES, INC., a Maryland corporation (the "GUARANTOR"), in favor of the --------- financial institutions from time to time party to the Credit Agreement referred to below as Lender Parties and NationsBank of Texas, N.A., as agent for such Lender Parties (in such capacity, together with any successor appointed pursuant to Article VIII of the Credit Agreement, the "AGENT"; the Agent and such Lender ----- Parties are each referred to individually herein as a "GUARANTEED PARTY" and are ---------------- collectively referred to herein as the "GUARANTEED PARTIES"). ------------------ PRELIMINARY STATEMENT. National Golf Operating Partnership, L.P., a Delaware limited partnership (the "BORROWER") has entered into a Credit -------- Agreement dated as of April 25, 1997 with the Guarantor, the financial institutions from time to time party thereto as Lender Parties and NationsBank of Texas, N.A., as Agent (said Agreement, as it may hereafter be amended, supplemented or otherwise modified from time to time, being the "CREDIT ------ AGREEMENT", the terms defined therein and not otherwise defined herein being --------- used herein as therein defined). The Guarantor will derive substantial direct and indirect benefit from the transactions contemplated by the Credit Agreement. It is a condition precedent to the making of Advances by the Lenders and the issuance of Letters of Credit by the L/C Bank under the Credit Agreement from time to time that it is authorized to the Guarantor execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsGuaranty.
Appears in 1 contract
Samples: Schedules and Exhibits (National Golf Properties Inc)
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC (UK) LIMITED By: --------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $10,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC GMBH, a limited liability company organized under the laws of the Federal Republic of Germany (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Ten Million Dollars ($10,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except as specifically provided The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.8 of the Credit Agreement. The holder of this promissory note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof that shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the other date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Revolving Credit DocumentsLoans, the length of each Interest Period with respect thereto. Each such endorsement shall constitute PRIMA FACIE evidence of the accuracy of the information endorsed, PROVIDED that the failure to make any such endorsement or any error in such endorsement shall not affect the obligations of the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice in respect of any kindRevolving Credit Loan. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), This promissory note (a) refers has been issued pursuant to Section 13.6(b) of the Credit Agreement dated as of May 2April 9, 2014 1998 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) "CREDIT AGREEMENT"), among the Borrower, the lenders party thereto Lenders from time to time and Xxxxx Fargo Bankparties thereto, National Association, as the Administrative Agent, Issuing Lender and Swingline LenderSalomon Brothers Holding Company Inc, as Syndication Agent, and Bankers Trust Company, as Documentation Agent, (b) certifies that it is authorized subject to execute the provisions of the Credit Agreement and deliver this Notice of Mandatory Payment under and pursuant (c) is subject to prepayment in whole or in part as provided in the Credit Agreement. Borrower Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this promissory note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this promissory note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby gives you irrevocable notice pursuant to Section 2.13(c) waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. THIS PROMISSORY NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. CORNING CONSUMER PRODUCTS COMPANY, By: ------------------------------- Name: Title: SCEDULE A TO REVOLVING CREDIT NOTE LOANS, CONVERSIONS AND REPAYMENTS OF ABR LOANS ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- Amount of the following paymentsABR Loans Amount Converted to Unpaid Principal Converted to Amount of Principal of Eurodollar Revolving Balance of Notation Date Amount of ABR Loans ABR Loans ABR Loans Repaid Credit Loans ABR Loans Made By ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- ------------ ---------------------- ------------- ----------------------- ----------------------- ------------------ ----------- Schedule B To Term Note ------------ LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR TERM LOANS -------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- -------- Amount of Unpaid Principal Amount Eurodollar Balance of Amount of Converted to Amount of Principal Revolving Eurodollar Eurodollar Eurodollar Interest Period and of Eurodollar Credit Loans Revolving Revolving Revolving Eurodollar Rate with Revolving Credit Converted to Credit Notation Date Credit Loans Credit Loans Respect Thereto Loans Repaid ABR Loans Loans Made By -------------- ------------ ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- -------- -------------- ---------- ------------- -------------------- ------------------- ---------------- ---------------- --------
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. This Swing Line Note is given in renewal, increase and modification, but not in discharge or novation, of that certain Swing Line Note dated August 2, 2010 made by the Borrower payable to the order of the Payee in an aggregate amount of [$ ]. Exhibit H – Form of Swingline Note THIS SWINGLINE SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 H – Form of Swingline Note EXHIBIT H-1 I FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTERM NOTE $ , National Association 1000 LouisianaFor value received, 9th Floorthe undersigned FORUM ENERGY TECHNOLOGIES, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.INC., a Delaware corporation (the “Borrower”), (a) refers hereby promises to pay to the order of (“Payee”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement. This Term Note is the Term Note referred to in, and is entitled to the benefits of, and is subject to the terms of, the Amended and Restated Credit Agreement dated as of May 2[October , 2014 2011] (as the same may be amended, restated restated, supplement or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), the Issuing Lenders (as defined in the Credit Agreement), and Xxxxx Fargo Bank, National AssociationN.A., as administrative agent (the “Administrative Agent”) and as Swing Line Lender. Capitalized terms used in this Term Note that are defined in the Credit Agreement and not otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, Issuing Lender and Swingline Lenderamong other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Term Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Term Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Term Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
Appears in 1 contract
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE, INC. By:_______________________________ Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $4,500,000 For value received, MICRO WAREHOUSE LIMITED, a limited liability company organized under the laws of England and Wales (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Four Million Five Hundred Thousand Dollars ($4,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amended, restated amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders party which is signatory thereto from time to time (including the Lender) and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsAdministrative
Appears in 1 contract
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE NORWAY AS By: ----------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE DENMARK APS, a corporation organized under the laws of the Kingdom of Denmark (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Dollars ($1,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE (DEUTSCHLAND) GMBH By: ------------------------------------ Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- -------- REVOLVING CREDIT NOTE $1,750,000 For value received, MICRO WAREHOUSE JAPAN, INC., a limited liability company organized under the laws of Japan (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Seven Hundred Fifty Thousand Dollars ($1,750,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amended, restated amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders party which is signatory thereto from time to time (including the Lender) and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsAdministrative
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, acceleration and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. In the event of any explicit or implicit conflict between any provision of this Note and any provision of the Credit Agreement, the terms of the Credit Agreement shall be controlling. THIS SWINGLINE NOTE AND THE OTHER LOAN DOCUMENTS AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REFERENCE TO ANY OTHER CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF. THIS SWINGLINE NOTE WRITTEN AGREEMENT AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. BORROWER: CVR ENERGY, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 D FORM OF NOTICE OF MANDATORY PAYMENT BORROWING [Date] Xxxxx Fargo BankJefferies Finance LLC, National Association 1000 Louisianaas Administrative Agent 000 Xxxxxxx Xxxxxx Xxx Xxxx, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx Xxx Xxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Account Manager — CVR Energy, Inc. Telephone: (000) 000-0000 FacsimileE-mail: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx XXXX.Xxxxx@xxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesCVR Energy, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2January [ ], 2014 2019 (as the same may be amended, restated or otherwise modified from time-to-time to time, the “Credit Agreement,” ”; the defined terms of which are used in this Notice of Mandatory Payment Borrowing as defined therein unless otherwise defined in this Notice of Mandatory Payment) Borrowing), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National AssociationJefferies Finance LLC, as Administrative Agent and Collateral Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit AgreementBorrowing. The Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c2.02(a) of the Credit Agreement that the undersigned hereby requests a Borrowing, and in connection with that request sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section 2.02(a) of the following paymentsCredit Agreement:
Appears in 1 contract
Samples: Credit Agreement (CVR Energy Inc)
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. THIS SWINGLINE SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING SECTION OTHER THAN SECTIONS 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, ALY ENERGY SERVICES INC. By: Name: Title: Exhibit G-2 H-3 – Form of Swingline Swing Line Note EXHIBIT H-1 H-4 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankCAPEX NOTE $__________________ ______________, National Association 1000 Louisiana___ For value received, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ______________ (a“Payee”) refers the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the CapEx Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the CapEx Advances from the date of such CapEx Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this CapEx Note in accordance with the terms of the Credit Agreement. This CapEx Note is one of the CapEx Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2October 26, 2014 2012 (as the same may be amended, restated restated, amended and restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) for the Lenders, Issuing Lender as issuing lender and Swingline Lenderas swing line lender. Capitalized terms used in this CapEx Note that are defined in the Credit Agreement and not otherwise defined in this CapEx Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the CapEx Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such CapEx Advance being evidenced by this CapEx Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this CapEx Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to execute the maturity of this CapEx Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this CapEx Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this CapEx Note. This CapEx Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
Appears in 1 contract
of the Credit Agreement. Except The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in subsections 2.13 and 2.15 of such Credit Agreement. This Note (a) is one of the Term Notes referred to in the Credit Agreement dated as specifically of December , 1997 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Lender, the other banks and financial institutions from time to time parties thereto and the Canadian Imperial Bank of Commerce, as administrative agent, (b) is subject to the provisions of the Credit Agreement and (c) is subject to optional and mandatory prepayment in whole or in part as provided in the Credit Agreement. This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby made to the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the other meanings given to them in the Credit DocumentsAgreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN THE CREDIT AGREEMENT, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rightsTHIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 10.6 OF THE CREDIT AGREEMENT. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). AMERICAN BUILDINGS COMPANY By:_____________________________ Name:___________________________ Title:__________________________ EXHIBIT G-2 FORM OF REVOLVING CREDIT NOTE THIS SWINGLINE NOTE AND THE OTHER OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING REFERRED TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREINBELOW. ADDITIONALLY, TRANSFERS OF THIS SWINGLINE NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIORAGREEMENT. $_________ New York, CONTEMPORANEOUSNew York December __, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES1997 FOR VALUE RECEIVED, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production Services, Inc.AMERICAN BUILDINGS COMPANY, a Delaware corporation (the “"Borrower”"), hereby unconditionally promises to pay to the order of the ____________ (the "Lender") at the office of the Canadian Imperial Bank of Commerce, located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in lawful money of the United States of America and in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) refers ___________ DOLLARS ($________), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrower pursuant to subsection 2.4 of the Credit Agreement, as hereinafter defined. The Borrower further agrees to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in subsections 2.13 and 2.15 of such Credit Agreement. The holder of this Note is authorized to endorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement dated as and the date and amount of May 2each payment or prepayment of principal thereof, 2014 (as each continuation thereof, each conversion of all or a portion thereof to another Type and, in the same may be amended, restated or modified from time-to-timecase of Eurodollar Loans, the “Credit Agreement,” the defined terms length of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreementeach Interest Period with respect thereto. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Each such endorsement shall constitute prima facie evidence of the Credit Agreement accuracy of the following paymentsinformation endorsed. The failure to make any such endorsement shall not affect the obligations of the Borrower in respect of such Revolving Credit Loan.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (American Buildings Co /De/)
of the Credit Agreement. Except It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April 28, 2005, those certain Amended and Substituted Revolving Credit Notes dated as specifically provided of December 10, 2009 and any other Revolving Credit Notes executed by any Borrower in favor of Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the other Credit Documentsextent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationExisting Notes and (c) is in no way intended, and any other notice of any kind. No failure shall not be deemed or construed, to exercise, and no delay in exercising, any rights hereunder on the part constitute a novation of the holder of this Swingline Note shall operate as a waiver of such rightsExisting Notes. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESMAPCO EXPRESS, INC. By: Name: Xxxx X. Xxx Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 AttnExecutive Vice President and Chief Financial Officer By: Name: Xxxxxx X. Xxxxxxxx III TelephoneTitle: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies Vice President Second Amended and Gentlemen: The Substitute Revolving Note. Schedule A to Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Amount of Principal Amount of Base Rate Amount of Base Rate Amount Converted to of Base Rate Loans Loans Converted to Unpaid Principal Balance Notation Made Date Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans By Second Amended and Substitute Revolving Note. Schedule B to Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Interest Period and Amount of Amount Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Converted to with Respect of Eurodollar Loans Converted to Base Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Rate Loans Eurodollar Loans Made By Second Amended and Substitute Revolving Note. EXHIBIT G-2 FORM OF SECOND AMENDED AND SUBSTITUTED SWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF THE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $10,000,000 New York, New York Dated as of April 28, 2005 Amended and Substituted as of December 10, 2009 Further Amended and Substituted as of ___________ ____, 20_____ FOR VALUE RECEIVED, the undersigned, Xxxxxxx Production ServicesMAPCO EXPRESS, Inc.INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “BorrowerBorrowers”), hereby unconditionally, jointly and severally, promise to pay to Fifth Third Bank (the “Swing Line Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Revolving Credit Termination Date the principal amount of (a) refers TEN MILLION DOLLARS ($10,000,000), or, if less, (b) the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender to the Borrowers pursuant to Section 2.23 of the Credit Agreement, as hereinafter defined, outstanding on such date. The Borrowers further jointly and severally agree to repay each outstanding Swing Line Loan made by the Swing Line Lender on the date that is the earlier of (x) the Revolving Credit Termination Date and (y) the date that is the seventh Business Day after the date on which such Swing Line Loan is made. Furthermore, the Borrowers agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of such Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrowers in respect of any Swing Line Loan. This Second Amended and Substituted Swing Line Note (a) is the Swing Line Note referred to in the Second Amended and Restated Credit Agreement dated as of May 2December 10, 2014 2009 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the BorrowerBorrowers, the lenders party thereto from time to time and Xxxxx Fargo Swing Line Lender, the other Lenders parties thereto, Fifth Third Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lenderothers, and (b) certifies that it is authorized subject to execute the provisions of the Credit Agreement and deliver this Notice of Mandatory Payment under (c) is subject to optional and pursuant to mandatory prepayment in whole or in part as provided in the Credit Agreement. Borrower This Note is secured and guaranteed to the extent provided in the Loan Documents. Reference is hereby gives you irrevocable notice pursuant made to Section 2.13(c) the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement of and used herein shall have the following paymentsmeanings given to them in the Credit Agreement.
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in In the Credit Agreement and the other Credit Documentsevent this Note is not paid when due at any stated or accelerated maturity, the Borrower hereby waives presentmentagrees to pay, demandin addition to the principal of and interest on this Note, all costs of collection, including reasonable attorneys' fees and expenses. The Borrower and any and all sureties, guarantors and endorsers of this Note and all other parties now or hereafter liable hereon, severally waive grace, presentment for payment, protest, notice of intent to accelerateany kind (including notice of dishonor, notice of protest, notice of intention to accelerate and notice of acceleration) and diligence in collecting and bringing suit against any party hereto, and agree (i) to all extensions and partial payments, with or without notice, before or after maturity, (ii) to any substitution, exchange or release of any security now or hereafter given for this Note, (iii) to the release of any party primarily or secondarily liable hereon and (iv) that it will not be necessary for the Lender, or any of its successors or assigns, in order to enforce payment of this Note, to first institute or exhaust their remedies against the Borrower or any other party liable therefor or against any security for this Note. The nonexercise by the holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. The outstanding principal balance of the loans and advances evidenced by this Note shall automatically become immediately due and payable, without presentment, demand, protest or any other notice of any kind, all of which are expressly waived by the Borrower, upon the occurrence of an Event of Default under the Credit Agreement and acceleration thereunder. No failure to exercise, and no delay The Borrower hereby subordinates in exercising, any rights hereunder on the part right of payment all indebtedness of the holder Borrower owing to the Lender, whether originally contracted with the Lender or acquired by the Lender by assignment, transfer or otherwise, whether now owed or hereafter arising, whether for principal, interest, fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof, to the prior indefeasible payment in full in cash of this Swingline the Credit Obligations (as defined in the Credit Agreement), whether now owed or hereafter arising, whether for principal, interest (including interest accruing after the filing of a Bankruptcy Event (as defined in the Credit Agreement) with respect to the Borrower, regardless of whether such interest is an allowed claim under the Bankruptcy Code (as defined in the Credit Agreement)), fees, expenses or otherwise, together with all renewals, extensions, increases or rearrangements thereof. This Note shall operate be construed in accordance with and governed by the laws of the State of New York. [NAME OF BORROWER] ATTEST: By: By: ---------------------------------- ------------------------------- Title: Name: ------------------------------ ----------------------------- (Corporate Seal) Title: ---------------------------- Accepted and agreed to as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESthe date first written above: ISG RESOURCES, INC. By: ------------------------------- Name: ----------------------------- Title: Exhibit G-2 – Form ---------------------------- ASSIGNMENT FOR VALUE RECEIVED, ISG Resources, Inc. (the "Lender")hereby assigns and transfers the Intercompany Note dated as of Swingline Note [DATE], issued to the Lender by [Name of Borrower], to Bank of America, N.A., as Administrative Agent under the Credit Agreement referred to in such Intercompany Note. Dated: ---------------- ISG RESOURCES, INC. By: --------------------------------- Title: ------------------------------ EXHIBIT H-1 E [FORM OF NOTICE OF MANDATORY PAYMENT OF] JOINDER AGREEMENT JOINDER AGREEMENT dated as of , among ISG Resources, Inc., a Utah corporation (successor to JTM Industries, Inc., a Texas corporation) (the "Borrower"), the Domestic Subsidiary of a Credit Party listed on the signature page hereto (the "New Subsidiary"), and Bank of America, N.A. (formerly known as NationsBank, N.A.), as Administrative Agent (in such capacity, the "Administrative Agent"), for the Lenders (as defined herein). Reference is made to (a) the Amended and Restated Credit Agreement dated as of May [Date] Xxxxx Fargo Bank___], National Association 1000 Louisiana2000 (as amended, 9th Floormodified, MAC T5002-090 Xxxxxxxrestated or supplemented from time to time, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersignedthe "Credit Agreement"), Xxxxxxx Production Servicesamong the Borrower, Industrial Services Group, Inc., a Delaware corporation (the “Borrower”"Parent"), the financial institutions party thereto as lenders (athe "Lenders"), Bank of America, as Administrative Agent and Issuing Lender, and Canadian Imperial Bank of Commerce, as Documentation Agent, (b) refers to the Credit Amended and Restated Pledge and Security Agreement dated as of May 2[___], 2014 2000 (as the same may be amended, modified, supplemented or restated or modified from time-to-time to time, the “Credit "Security Agreement,” "), among the defined terms Parent, the Borrower, the other Grantors named therein and the Administrative Agent, (c) the Amended and Restated Subsidiaries Guarantee Agreement dated as of which are used in this Notice May [___], 2000 (as amended, modified, supplemented or restated from time to time, the "Subsidiaries Guarantee Agreement"), among the Subsidiary Guarantors named therein and the Administrative Agent and (d) the Amended and Restated Indemnity, Subrogation and Contribution Agreement dated as of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) May [___], 2000 (as amended, modified, supplemented or restated from time to time, the "Indemnity, Subrogation and Contribution Agreement"), among the Borrower, the lenders party thereto from time to time Subsidiary Guarantors named therein and Xxxxx Fargo Bank, National Association, as the Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized . Capitalized terms used but not defined herein shall have the meanings ascribed to execute and deliver this Notice of Mandatory Payment under and pursuant to them in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the The Credit Agreement requires each Person that was not a Domestic Subsidiary of any Credit Party on the following paymentsdate thereof but subsequently becomes, or comes into existence as, a Domestic Subsidiary of any Credit Party to enter into the Security Agreement as an additional "Grantor," the Subsidiaries Guarantee Agreement as an additional "Guarantor" and the Indemnity, Subrogation and Contribution Agreement as an additional "Guarantor."
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of the Credit Agreement. Except as specifically provided This Note is a renewal and replacement of the Promissory Note in the Credit Agreement original principal amount of $20,000,000 made and delivered by the Company to the Lender as of April 28, 2000, the Amended and Restated Promissory Note in the original principal amount of $21,666,666.67 dated November 27, 2000 made and delivered by the Company to Lender, and the other Credit DocumentsSecond Amended and Restated Promissory Note in the original principal amount of $14,000,000 dated August 14, 2001 made and delivered by the Borrower hereby waives presentment, demand, protest, notice of intent Company to accelerate, notice of accelerationthe Lender, and any other notice of any kind. No failure to exercise, and no delay nothing contained herein or in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Fifth Amendment to the Credit Agreement dated as of May 2November 26, 2014 2001, shall be construed (as a) to deem paid or forgiven the same may be amendedunpaid principal balance of, restated or modified from time-to-timeunpaid accrued interest on, said Promissory Note outstanding at the “time of their renewal and replacement by this Note, or (b) to release, cancel, terminate or otherwise adversely affect all or any part of any lien, mortgage, deed of trust, assignment, security interest or other encumbrance heretofore granted to or for the benefit of the payee of said Promissory Note. Terms defined in the Credit Agreement,” the defined terms of which Agreement are used in this Notice of Mandatory Payment herein with their defined meanings therein unless otherwise defined herein. This Note shall be governed by, and construed and interpreted in this Notice of Mandatory Payment) among the Borroweraccordance with, the lenders party thereto from time laws of the State of Illinois applicable to time contracts made and Xxxxx Fargo Bankto be performed entirely within such State. HEADS & THREADS INTERNATIONAL LLC BY: ----------------------------------- ITS: ---------------------------- EXHIBIT 1 SECOND AMENDED AND RESTATED PROMISSORY NOTE $14,000,000 NOVEMBER 26, National Association2001 FOR VALUE RECEIVED, as Administrative Agentthe undersigned, Issuing HEADS & THREADS INTERNATIONAL LLC, a Delaware limited liability company (the "Company"), hereby promises to pay to the order of AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO (the "Lender"), the principal sum of Fourteen Million and 00/100 Dollars ($14,000,000.00) or, if less, the aggregate unpaid principal amount of all sums advanced by the Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and the Company pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant , dated as of April 3, 2000 and amended by First Amendment dated April 3, 2000, a Second Amendment dated November 27, 2000, a Third Amendment dated March 19, 2001, a Fourth Amendment dated August 14, 2001 and a Fifth Amendment dated November 26, 2001 (such Credit Agreement, as it may be further amended, restated, supplemented or otherwise modified from time to Section 2.13(c) of time, being hereinafter called the "Credit Agreement"), among the Company, the Lender, the other banks parties thereto, and AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as agent for the Lenders, on the dates and in the amounts provided in the Credit Agreement (except to the extent sums advanced with respect to Facility Letters of Credit are reimbursed to the Lender by any other Lender (as defined in the Credit Agreement) pursuant to the Credit Agreement). The Company further promises to pay interest on the unpaid principal amount of the following paymentsLoans (except for the undrawn portions of any Facility Letters of Credit), evidenced hereby from time to time at the rates, on the dates, and otherwise as provided in the Credit Agreement. The Lender is authorized to endorse the amount and the date on which each Loan is made, the maturity date therefor and each payment of principal with respect thereto on the schedules annexed hereto and made a part hereof, or on continuations thereof which shall be attached hereto and made a part hereof; provided, that any failure to endorse such information on such schedule or continuation thereof shall not in any manner affect any obligation of the Company under the Credit Agreement and this Second Amended and Restated Promissory Note (the "Note"). This Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement, which Credit Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.
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of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower Parent hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK. Exhibit E-1 – Form of Swingline Note (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Parent) THIS SWINGLINE NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESDIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit G-2 E-1 – Form of Swingline Note (Parent) EXHIBIT H-1 E-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWINGLINE NOTE (BORROWING SUBSIDIARY) $ , National Association 1000 LouisianaFOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Subsidiary Borrower”), (a) refers hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Subsidiary Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Subsidiary Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of May 2September 28, 2014 2012 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), by and among the BorrowerParent, each Borrowing Subsidiary, the lenders Lenders who are or may become a party thereto, the issuing banks party thereto from time to time and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent, Issuing Lender ”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Subsidiary Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Swingline Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Both principal and interest are payable in lawful money of the Credit Agreement United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Swingline Note, but no failure of the following paymentsLender to make such recordings shall affect the Subsidiary Borrower’s repayment obligations under this Swingline Note.
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of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE NORWAY AS By: ------------------------------------ Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,250,000 For value received, MICRO WAREHOUSE FINLAND OY, a corporation organized under the laws of the Republic of Finland (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amended, restated amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, each of the other Subsidiaries of Micro Warehouse, Inc. (each of the foregoing entities other than the Borrower and Micro Warehouse Denmark APS, the "Guarantors"), each of the lenders party which is signatory thereto from time to time (including the Lender) and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsAdministrative
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of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE HOLDING B.V. By: ----------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $1,500,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE NORWAY AS, a corporation organized under the laws of Norway (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of One Million Five Hundred Thousand Dollars ($1,500,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsMicro
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. [This Revolving Note is given in renewal and modification of, and in exchange for, but not in discharge or novation of, that certain Revolving Note dated October 4, 2011 made by the Borrower payable to the order of the Payee in an aggregate principal amount of [$ ].] Exhibit F – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. [Signature Page Follows.] Exhibit F – Form of Revolving Note FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 F – Form of Swingline Revolving Note EXHIBIT H-1 G FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankPLEDGE AND SECURITY AGREEMENT This PLEDGE AND SECURITY AGREEMENT, National Association 1000 Louisianadated as of August 2, 9th Floor2010 (as amended, MAC T5002-090 Xxxxxxxsupplemented, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies amended and Gentlemen: The undersignedrestated or otherwise modified from time to time, Xxxxxxx Production Servicesthis “Security Agreement”), Inc.is by and among FORUM ENERGY TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), each subsidiary of the Borrower party hereto from time to time (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among collectively with the Borrower, the lenders party thereto from time to time “Grantors” and Xxxxx Fargo Bankindividually, National Associationa “Grantor”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION., as administrative agent (the “Administrative Agent, Issuing Lender and Swingline Lender, and ”) for the ratable benefit of the Secured Parties (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of as defined in the Credit Agreement of the following paymentsreferred to herein).
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of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING SECTION OTHER THAN SECTIONS 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, ALY ENERGY SERVICES INC. By: Name: Title: Exhibit G-2 H-1 – Form of Swingline Revolving Note EXHIBIT H-1 H-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTERM NOTE $__________________ ______________, National Association 1000 Louisiana___ For value received, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.the undersigned ALY ENERGY SERVICES INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of ______________ (a“Payee”) refers the principal amount of _________________________ No/100 Dollars ($_________________) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement. This Term Note is one of the Term Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2October 26, 2014 2012 (as the same may be amended, restated restated, amended and restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent”) for the Lenders, Issuing Lender as issuing lender and Swingline Lenderas swing line lender. Capitalized terms used in this Term Note that are defined in the Credit Agreement and not otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Term Note upon the happening of certain events stated in the Credit Agreement and for optional and mandatory prepayments of principal prior to execute the maturity of this Term Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Term Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
Appears in 1 contract
of the Credit Agreement. Except as specifically The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto, and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement and dated as of March 19, 2020, among Xxxxxxxx 66, as the other Credit DocumentsBorrower, Xxxxxxxx 66 Company, as the Initial Guarantor, the Borrower hereby waives presentmentLender, demand, protest, notice of intent to accelerate, notice of accelerationcertain other banks and financial institutions parties thereto, and any other notice Mizuho Bank, Ltd., as Administrative Agent (as amended, supplemented, or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. HOU:3771695.5 THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, CONSTRUED, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. XXXXXXXX 66 By: Name: Title: Title Signature Page to Note HOU:3771695.5 of Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted from Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ HOU:3771695.5 of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ HOU:3771695.5 EXHIBIT B [Intentionally Deleted] Exhibit G-2 B – Form of Swingline Note Page 1 HOU:3771695.5 EXHIBIT H-1 C FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BORROWING REQUEST Mizuho Bank, National Association 1000 LouisianaLtd., 9th Flooras Administrative Agent Harborside Financial Center 0000 Xxxxx Xxx Xxxxxx Xxxx, MAC T5002-090 XxxxxxxXX 00000 Attention: Xxxxx Xxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Loan Administration, Americas Business Operations Department Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Xxx_xxxxx@xxxxxxxxxxx.xxx [Date] Reference: Xxxxxxxx 66 Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesXXXXXXXX 66, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2March 19, 2014 2020 (as the same may be amended, restated supplemented, or otherwise modified from time-to-time to time, the “Credit Agreement,” the with terms defined terms of which are used in this Notice of Mandatory Payment unless therein and not otherwise defined in this Notice of Mandatory Payment) herein being used herein as therein defined), among the Borrowerundersigned, Xxxxxxxx 66 Company, as the lenders party thereto from time to time and Xxxxx Fargo Initial Guarantor, Mizuho Bank, National AssociationLtd., as Administrative Agent, Issuing Lender and Swingline Lenderthe Lenders. The undersigned hereby gives you notice, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and irrevocably, pursuant to Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.13(c) 2.3 of the Credit Agreement of the following paymentsAgreement:
Appears in 1 contract
Samples: Credit Agreement (Phillips 66)
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Subsidiary Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK. Exhibit E-2 – Form of Swingline Note (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Borrowing Subsidiary) THIS SWINGLINE NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. [NAME OF SUBSIDIARY BORROWER] By: Name: Title: Exhibit G-2 E-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT (Borrowing Subsidiary) Exhibit F Form of Opinion of Parent’s Counsel [DateSee attached.] Xxxxx Fargo BankFIRM and AFFILIATE OFFICES NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, National Association 1000 LouisianaDC SAN FRANCISCO SAN DIEGO xxx.xxxxxxxxxxx.xxx BOSTON HOUSTON LOS ANGELES HANOI September 28, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments2012 HO CHI MINH CITY ATLANTA BALTIMORE WILMINGTON MIAMI
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. This Swing Line Note may not be assigned except in compliance with the Credit Agreement. THIS SWINGLINE SWING LINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK TEXAS (INCLUDING SECTION 5-1401 AND SECTION 5-1402 EXCEPT THAT CHAPTER 346 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKTEXAS FINANCE CODE SHALL NOT APPLY TO THIS SWING LINE NOTE). THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, INC. its general partner By: Name: Title: Exhibit G-2 – Form of Swingline Swing Line Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSCHEDULE I Pricing Schedule The Applicable Margin with respect to Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the Financial Statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable Financial Statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to deliver the Financial Statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such Financial Statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, and Swing Line Advances (if applicable) shall be determined at Level III and shall remain at such level until the date such Financial Statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level I until delivery of its unaudited Financial Statements and corresponding Compliance Certificate for the fiscal quarter ending September 30, 2012. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.7(c). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from highest (Level III) to the lowest (Level I). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level III Is equal to or greater than 2.00 3.50 % 2.50 % 0.500 % Level II Is equal to or greater than 1.00 but less than 2.00 3.00 % 2.00 % 0.500 % Level I Is less than 1.00 2.50 % 1.50 % 0.375 % Schedule I SCHEDULE II Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Amegy Bank National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Address for Notices: 0000 Xxxx Xxx Xxxxxxx Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments00000
Appears in 1 contract
of the Credit Agreement. Except The holder of this Swingline Note is authorized to record the date, Type and amount of each Swingline Loan made by the Swingline Lender pursuant to subsection 2.3 of the Credit Agreement and the date and amount of each payment or prepayment of the principal hereof on Schedule A annexed hereto and made a part hereof, provided that the failure to make any such recordation (or any error in such recordation) shall not affect the obligations of the Borrower under the Credit Agreement. This Swingline Note is the Swingline Note referred to in the Credit Agreement dated as specifically of April 18, 2017 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, the several lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent, (in such capacity, the “Administrative Agent”) and the other agents party thereto; capitalized terms used herein but not defined shall have the meanings given to them in the Credit Agreement), is entitled to the benefits thereof, is secured as provided therein and is subject to optional and mandatory prepayment in whole or in part as provided therein. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall become, or may be declared to be, immediately due and payable as provided therein. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind (except as expressly provided in the Credit Agreement and the other Credit Loan Documents, the Borrower hereby waives presentmentincluding, demandwithout limitation, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part Section 9 of the holder of this Swingline Note shall operate as a waiver of such rightsCredit Agreement). THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESXXXXX XXXXXX, INC. By: Name: Title: Exhibit G-2 – Form Schedule A to Swingline Note LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS1 Date Amount of Swingline Note Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By 1 Specify whether Swingline Loans are ABR Loans, Swingline LIBOR Loans or Alternative Rate Swingline Loans. First Amendment EXHIBIT H-1 K-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo SUBSIDIARY BORROWER DESIGNATION To: JPMorgan Chase Bank, National Association 1000 LouisianaN.A., 9th Flooras Administrative Agent From: Xxxxx Xxxxxx, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: Inc. (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Parent Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments
Appears in 1 contract
Samples: First Amendment (Henry Schein Inc)
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE Exhibit D– Form of Revolving Note TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESDIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit G-2 D– Form of Swingline Revolving Note EXHIBIT H-1 E FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWINGLINE NOTE $75,000,000.00 , National Association 1000 LouisianaFOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesDIAMOND OFFSHORE DRILLING, Inc.INC., a Delaware corporation (the “Borrower”), (a) refers hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Borrower, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is the Swingline Note referred to in, and is entitled to the benefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of May 2September 28, 2014 2012 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), by and among the Borrower, the lenders Lenders who are or may become a party thereto, the issuing banks party thereto from time to time and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent, Issuing Lender ”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrower in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Swingline Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Both principal and interest are payable in lawful money of the Credit Agreement United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower in same day funds. The Lender shall record payments of principal made under this Swingline Note, but no failure of the following paymentsLender to make such recordings shall affect the Borrower’s repayment obligations under this Swingline Note.
Appears in 1 contract
Samples: Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. JAGGED PEAK ENERGY LLC By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 F FORM OF NOTICE OF MANDATORY PAYMENT BORROWING [Date] Xxxxx Fargo Bank, National Association 1000 LouisianaAssociation, 9th Flooras Administrative Agent 0000 Xxxxxxx Xx., MAC T5002-090 Xxxxxxx0xx Xxxxx Xxxxxx, Xxxxx XX 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (Xxxx Xxxxx 000) -000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.Jagged Peak Energy LLC, a Delaware corporation limited liability company (the “Borrower”), (a) refers to the Amended and Restated Credit Agreement dated as of May 2[ ], 2014 2017 (as the same may be amended, restated restated, amended and restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment Borrowing as defined therein unless otherwise defined in this Notice of Mandatory PaymentBorrowing) among the Borrower, Jagged Peak Energy Inc., a Delaware corporation (the “Parent”), the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender administrative agent and Swingline Lenderas issuing lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c2.4(a) of the Credit Agreement of that the following paymentsundersigned hereby requests a Borrowing (the “Proposed Borrowing”), and in connection with that request sets forth below the information relating to such Proposed Borrowing as required by the Credit Agreement:
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE Exhibit E – Form of Swingline Note TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESDIAMOND OFFSHORE DRILLING, INC. By: Name: Title: Exhibit G-2 E-2 – Form of Swingline Note EXHIBIT H-1 F FORM OF NOTICE OF MANDATORY PAYMENT [Date] LEGAL OPINION See Attached. xxx.xxxxxxxxxxx.xxx FIRM and AFFILIATE OFFICES NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SAN DIEGO BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY ATLANTA BALTIMORE WILMINGTON MIAMI PITTSBURGH NEWARK LAS VEGAS CHERRY HILL BOCA RATON LAKE TAHOE MEXICO CITY ALLIANCE WITH MIRANDA & XXXXXXXXX National Association, as Administrative Agent September 28, 2012 To the Lender Parties party to the Credit Agreement referred to below, including Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002Re: 5-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Year Revolving Credit Agreement Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesWe have acted as counsel to Diamond Offshore Drilling, Inc., a Delaware corporation (the “BorrowerCompany”)) in connection with the transactions contemplated by the 5-Year Revolving Credit Agreement, (a) refers to the Credit Agreement dated as of May 2September 28, 2014 2012 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the several lenders party thereto from time to time and (the “Lenders”), the Issuing Banks party thereto, Xxxxx Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent, Issuing Lender ”) and as Swingline Lender, and the Company, as Borrower. Capitalized terms defined in the Credit Agreement and used (but not otherwise defined) herein are used herein as so defined. For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (a) the Credit Agreement, the Notes issued by the Company on the date hereof and the Fee Letters (collectively, the “Specified Loan Documents”), (b) certifies that it is authorized the Certificate of Incorporation of the Company certified by the Secretary of State of the State of Delaware and the Amended and Restated By-Laws of the Company, as amended to execute date (collectively, the “Organizational Documents”), (c) a certificate of an officer of the Company delivered pursuant to Section 4.01(e) of the Credit Agreement, (d) a certificate of the secretary of the Company attesting to, among other matters: (i) the absence of any amendment to the Certificate of Incorporation of the Company, or of any proceedings therefor since the date of the certification referred in clause (b) above; (ii) the Amended and deliver this Notice Restated By-Laws of Mandatory Payment under the Company; (iii) resolutions adopted by the Executive Committee of the Board of Directors of the Company; and pursuant (iv) the incumbency of certain persons; and (e) a certificate of good standing of the Company from the Secretary of State of the State of Delaware, a certificate of fact of the Company from the Secretary of State of the State of Texas, and a certificate of account status of the Company from the Texas Comptroller of Public Accounts, copies of each of which are attached as Schedule I hereto (collectively, the “Good Standing Certificates”). We have also examined such other certificates of public officials, such other certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. XXXXX XXXXXX LLP 0000 XXXX XXX XXXXXXXXX, XXXXX 000 XXXXXXX, XX 00000-0000 PHONE: +0 000 000 0000 FAX: +0 000 000 0000 To the Lender Parties party to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant , including Xxxxx Fargo Bank, National Association, as Administrative Agent September 28, 2012 In such examination, we have assumed: (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to Section 2.13(cus as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the Credit Agreement originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, (vi) that there are no fees, charges, benefits or other compensation that has been or will be paid, directly or indirectly to any Lender or for any Lender’s benefit, except as specified in the Loan Documents, (vii) that there has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence, (viii) that the conduct of the following paymentsparties has complied with the requirements of good faith, fair dealing and conscionability and (ix) that each Lender Party has acted in good faith and without notice of any defense against the enforcement of any right created by the Loan Documents. As to all questions of fact material to these opinions, we (a) have relied solely upon the above-referenced certificates or comparable documents and upon the representations and warranties contained in the Loan Documents and other documents delivered pursuant thereto, (b) have not performed or had performed any independent research of public records and (c) have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof. Except as expressly set forth in this Opinion, we have not undertaken any independent investigation, examination or inquiry to confirm or determine the existence or absence of facts, searched the books or records of the Company, searched any internal files, court files, public records, or other information, collected or examined or reviewed any communications, instruments, agreements, documents, financial statements or tax filings, minutes, records or liens.
Appears in 1 contract
Samples: Year Revolving Credit Agreement (Diamond Offshore Drilling Inc)
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. MICRO WAREHOUSE FINLAND OY By: ----------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $4,000,000 Norwalk, Connecticut May 10, 1996 For value received, MICRO WAREHOUSE SWEDEN AB, a corporation organized under the laws of the Kingdom of Sweden (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Four Million Dollars ($4,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. TRIANGLE USA PETROLEUM CORPORATION By: Name: Title: Exhibit G-2 H – Form of Swingline Note Page 6 EXHIBIT H-1 I FORM OF NOTICE OF MANDATORY PAYMENT TRANSFER LETTER ____________________, 20__ Re: Agreement dated _______________, by and between__________________, as Seller, and ___________________________, as Buyer (the "Contract"). Ladies and Gentlemen: [DateTriangle USA Petroleum Corporation][Subsidiary of the Borrower] a ______________ ("Mortgagor"), has executed a mortgage or deed of trust dated effective as of [_____________], 2012 ("Mortgage") for the benefit of Xxxxx Fargo Bank, National Association 1000 LouisianaAssociation, 9th Flooras Administrative Agent (in such capacity, MAC T5002the "Administrative Agent") for the benefit of itself, the Lenders (as defined in the Mortgage) and certain other secured parties as described in the Mortgage, which Mortgage has been recorded in the Real Property Records of the Counties or Parishes, as applicable, listed on the attached Exhibit A. A copy of the Mortgage is enclosed. The properties covered by the Mortgage include all of the oil, gas and other hydrocarbons and/or other minerals attributable to the above-090 Xxxxxxxreferenced Contract to which we understand you are currently a party and includes the well or xxxxx listed on the attached Exhibit A with respect to which you are remitting proceeds of production to the Mortgagor. Your division order or lease numbers for such well or xxxxx are set forth on the attached Exhibit A. Pursuant to Article III of the Mortgage, Xxxxx 00000 Attnthe Administrative Agent is entitled to receive all of Mortgagor's interest in all [Hydrocarbons] (as defined in the Mortgage), which are covered by the above-referenced Contract, all products obtained or processed therefrom, and the revenues and proceeds attributable thereto. The assignment of the Hydrocarbons, products and proceeds was effective on [___________], 2012 ("Effective Date"). The Lenders, however, as provided in [Article III], have permitted Mortgagor to collect the Hydrocarbons and the revenues and proceeds attributable thereto until the Administrative Agent or the Mortgagor shall have instructed the seller or purchaser of production to deliver such Hydrocarbons and all proceeds therefrom directly to the Administrative Agent. The purpose of this letter is to notify you that, commencing immediately upon the receipt hereof, and in accordance with the terms and conditions of the Mortgage, you are to deliver all proceeds attributable to the sale of such Hydrocarbons pursuant to the above-referenced Contract directly to the Administrative Agent at its office at [________], Attention: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 [________], Facsimile: (000) 000-0000 Email[_______], or to such other address of which we may subsequently notify you in writing. If you require the execution of transfer or division orders, please forward the transfer or division orders to the Administrative Agent at its address at indicated above, Attention: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen[__________]. Should you have any questions in connection with any of the foregoing, please do not hesitate to contact us. Exhibit I – Form of Notice Transfer Letter Page 1 Very truly yours, XXXXX FARGO BANK, NATIONAL Association, as Administrative Agent By: The undersigned, Xxxxxxx Production Services, Inc.Name: Title: TRIANGLE USA PETROLEUM CORPORATION, a Delaware Colorado corporation (the “Borrower”), (a) refers to the Credit Agreement By: Name: Title: EXHIBIT A Name and Location of Well Division Order or Lease No. Exhibit I – Form of Notice Transfer Letter Page 3 EXHIBIT J FORM OF PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of May 2[__________], 2014 2012 (as this "Pledge Agreement") is by and among each of the same may be amendedundersigned (individually, restated or modified from time-to-time, a "Pledgor" and collectively the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment"Pledgors") among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity the "Administrative Agent, Issuing Lender and Swingline Lender, and (b") certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement (as hereinafter defined), for the benefit of the following paymentsSecured Parties (as defined in the Credit Agreement described below).
Appears in 1 contract
of the Credit Agreement. Except as specifically provided It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Term Notes dated April ___, 2005 and any other Term Notes executed by any Borrower in favor of Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the other Credit Documentsextent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationExisting Notes and (c) is in no way intended, and any other notice of any kind. No failure shall not be deemed or construed, to exercise, and no delay in exercising, any rights hereunder on the part constitute a novation of the holder of this Swingline Note shall operate as a waiver of such rightsExisting Notes. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESMAPCO EXPRESS, INC. By: Name: Title: Exhibit LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Amount Amount of Base Rate Amount of Base Converted to Amount of Principal of Loans Converted to Unpaid Principal Balance Date Rate Loans Base Rate Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans Notation Made By Schedule A to Term Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Interest Period and Amount of Eurodollar Unpaid Principal Amount of Amount Converted Eurodollar Rate with Amount of Principal of Loans Converted to Balance of Notation Date Eurodollar Loans to Eurodollar Loans Respect Thereto Eurodollar Loans Repaid Base Rate Loans Eurodollar Loans Made By Schedule B to Term Note THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. MAPCO EXPRESS, INC. By: Name: Title: EXHIBIT G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE AMENDED AND SUBSTITUTED R-1 REVOLVING CREDIT NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTHE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $ New York, National Association 1000 LouisianaNew York Dated as of April ___, 9th Floor2005 Amended and Substituted as of ___, MAC T5002-090 Xxxxxxx20___ FOR VALUE RECEIVED, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesMAPCO EXPRESS, Inc.INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “BorrowerBorrowers”), hereby unconditionally, jointly and severally, promise to pay to (the “Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the Original Revolving Credit Termination Date the principal amount of (a) refers DOLLARS ($ ), or, if less, (b) the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Borrowers pursuant to Section 2.4 of the Credit Agreement. The Borrowers further jointly and severally agree to pay interest in like money at such Payment Office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of the Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date, Type and amount of each Revolving Credit Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof, each continuation thereof, each conversion of all or a portion thereof to another Type and, in the case of Eurodollar Loans, the length of each Interest Period with respect thereto. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrower in respect of any Revolving Credit Loan. This Amended and Substituted Note (a) is one of the R-1 Revolving Credit Notes referred to in the Second Amended and Restated Credit Agreement dated as of May 2December ___, 2014 2009 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the BorrowerBorrowers, the lenders party thereto from time to time and Xxxxx Fargo Lender, the Lenders parties thereto, Fifth Third Bank, National Association, as Administrative Agent, Issuing Lender and Swingline LenderFifth Third Bank, as Arranger, and others, (b) certifies that it is authorized subject to execute the provisions of the Credit Agreement and deliver this Notice of Mandatory Payment under (c) is subject to optional and pursuant to mandatory prepayment in whole or in part as provided in the Credit Agreement. Borrower This Note is secured and guaranteed as provided in the Loan Documents. Reference is hereby gives you irrevocable notice pursuant made to Section 2.13(c) the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement of and used herein shall have the following paymentsmeanings given to them in the Credit Agreement.
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of the Credit Agreement. Except All payments of principal of and interest on this Note shall be payable in lawful currency of the United States of America to the account designated by the Agent (and as specifically provided to which the Agent has notified the Borrower) in immediately available funds in accordance with Section 3.6 of the Credit Agreement Agreement. This Note is a Revolving Note referenced in, and the other Credit Documentsevidences Indebtedness incurred under, the Borrower hereby waives presentmentCredit Agreement, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part which reference is made for a description of the holder security for this Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Swingline Note shall operate as a waiver of and on which such rightsIndebtedness may be declared to be or may automatically become immediately due and payable. THIS SWINGLINE NOTE SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS114 The Borrower hereby waives all requirements as to diligence, WHETHER WRITTEN OR ORALpresentment, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREINdemand of payment, protest and notice of any kind with respect to this Note. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIESAll amounts owing hereunder are payable by the Borrower without relief from any valuation or appraisal laws. XXXXXXX PRODUCTION SERVICESExecuted under seal as of the day and year first above written. SURVIVAL TECHNOLOGY, INC. By: ------------------------------------- Name: Title: Exhibit G-2 – Form Schedule of Swingline Note Revolving Loans and Repayments Person Amount of Amount of Outstanding Making Date Bridge Loan Repayment Balance Notation ---- ----------- --------- ----------- -------- EXHIBIT H-1 C-3 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTERM NOTE $______________ ________ __, National Association 1000 Louisiana____ FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesSURVIVAL TECHNOLOGY, Inc.INC., a Delaware corporation (the “"Borrower”"), as successor by merger to BRUNSWICK BIOMEDICAL CORPORATION, a Massachusetts corporation, promises to pay to the order of __________________________, a _________________ (athe "Lender"), at the times provided in the Credit Agreement referenced hereinafter, the principal sum of _______________________ DOLLARS ($__________) refers or, if less, the outstanding principal amount of the Term Loan made by the Lender pursuant to that certain Credit Agreement, dated as of April 15, 1996 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Credit Agreement), among the Borrower, Internationale Nederlanden (U.S.) Capital Corporation, as Agent, and the various lenders (including the Lender) as are, or may from time to time become, parties thereto. Notations indicating the principal amount of the Term Loan made by the Lender pursuant to the Credit Agreement dated as and all payments on account of May 2, 2014 (as the same principal thereof may be amended, restated or modified from time-to-time, endorsed by the “Credit Agreement,” holder hereof on the defined terms of which are used in grid Schedule attached to this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National AssociationNote, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to provided in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments.
Appears in 1 contract
Samples: Credit Agreement (Internationale Nederlanden Capital Corp)
of the Credit Agreement. Except All capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Letter of Credit and Loan Agreement of even date herewith (as specifically amended, supplemented or otherwise modified from time to time, the "Credit Agreement") between the Borrower and the Lender. This Note is the Note referred to in the Credit Agreement and shall be entitled to the benefit of all terms and conditions of, and the security of all security interests, liens and rights granted under or in connection with, the Credit Agreement and the other Loan Documents, and is subject to optional and mandatory prepayment as provided in the Credit Agreement. Upon the occurrence of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note may be declared to be or may automatically become immediately due and payable as provided in the Credit Agreement. The Borrower acknowledges that the holder of this Note may assign, transfer or sell all or a portion of its rights and interests in, to and under this Note to one or more Persons as provided in the Credit Agreement and that such Persons shall thereupon become vested with all of the other rights and benefits of the Lender in respect hereof as to all or that portion of this Note which is so assigned, transferred or sold. In the event of any conflict between the terms hereof and the terms and provisions of the Credit DocumentsAgreement, the terms and provisions of the Credit Agreement shall control. The Borrower hereby waives presentment, demanddemand for payment, protest, protest and notice of intent dishonor of this Note and authorizes the holder hereof, without notice, to accelerateincrease or decrease the rate of interest on any amount owing under this Note in accordance with the Credit Agreement. The Borrower shall make all payments hereunder without setoff, notice of accelerationrecoupment, and any other notice of any kinddeduction or counterclaim. No failure to exercise, exercise and no delay in exercising, exercising any rights hereunder on the part of the holder of this Swingline Note hereof shall operate as a waiver of such rights. This Note may not be changed or modified orally, but only by an agreement in writing, which is signed by the party or parties against whom enforcement of any waiver, change or modification is sought. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS SWINGLINE NOTE AND ANY DISPUTE ARISING OUT OF OR IN CONNECTION WITH THIS NOTE, WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF THE STATE OF NEW YORK (INCLUDING LAW PROVISIONS OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW LAW) AND DECISIONS OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND EACH OF THE OTHER CREDIT DOCUMENTS REPRESENT BORROWER AND, BY ITS ACCEPTANCE HEREOF, THE FINAL AGREEMENT AMONG LENDER HEREBY WAIVES TO THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSFULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, WHETHER WRITTEN ARISING OUT OF, OR ORAL, IN ANY WAY RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLYTHIS NOTE OR ANY CONDUCT, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, ACTS OR SUBSEQUENT ORAL AGREEMENTS OMISSIONS OF THE PARTIESBORROWER, THE LENDER OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR OTHER AFFILIATES, IN EACH CASE WHETHER SOUNDING IN CONTRACT, TORT OR EQUITY OR OTHERWISE. XXXXXXX PRODUCTION SERVICES, ORMAT NEVADA INC. By: Name: Title: Exhibit G-2 – Form ---------------------------- Xxxxxx Xxxxxxxx Authorized Representative EXHIBIT B SUBORDINATION AGREEMENT SUBORDINATION AGREEMENT dated as of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank____ __, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: ____ (000this "Agreement") 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Servicesbetween Ormat Technologies, Inc., a Delaware corporation (together with its successors and assigns, the “Borrower”"Junior Lender"), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Xxxxxx United Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment a bank organized under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) laws of the Credit Agreement State of the following paymentsNew Jersey (together with its successors and assigns, "Xxxxxx United").
Appears in 1 contract
Samples: Letter of Credit and Loan Agreement (Ormat Technologies, Inc.)
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Term Note shall operate as a waiver of such rights. Exhibit I – Form of Term Note THIS SWINGLINE TERM NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK, APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, INCLUDING WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING OTHER THAN SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE TERM NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE TERM NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 I – Form of Swingline Term Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] SCHEDULE I Pricing Schedule The Applicable Margin with respect to Commitment Fee, Revolving Advances, Term Advances, and, if applicable, Swing Line Advances shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, Term Advances, and, if applicable, Swing Line Advances shall be determined at Level VI and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level IV described below until delivery of its unaudited financial statements and corresponding Compliance Certificate for the fiscal quarter ended September 30, 2011. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(c). For the avoidance of doubt, the levels on the pricing grid set forth below are set forth from lowest (Level I) to the highest (Level VI). Applicable Margin Leverage Ratio Eurodollar Advances Base Rate Advances Commitment Fee Level I Is less than 1.00 1.75 % 0.25 % 0.375 % Level II Is greater than or equal to 1.00 but less than 1.50 2.00 % 0.50 % 0.375 % Level III Is greater than or equal to 1.50 but less than 2.00 2.25 % 0.75 % 0.375 % Level IV Is greater than or equal to 2.00 but less than 3.00 2.50 % 1.00 % 0.375 % Level V Is greater than or equal to 3.00 but less than 3.50 2.75 % 1.25 % 0.50 % Level VI Is greater than or equal to 3.50 3.00 % 1.50 % 0.50 % Schedule I SCHEDULE II Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: (000) 000 0000 Facsimile: (000) 000 0000 with a copy to: Address: 1000 Louisiana, 9th Floor, MAC T50020xx Xxxxx XXX X0000-090 000 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III X.X. Xxxxxxxxx Telephone: (000) -000-0000 Facsimile: (000) -000-0000 EmailCREDIT PARTIES Borrower/Guarantors Address for Notices: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen000 Xxxxxxxx Xxxx Xxx, Xxxxx 000 Xxxxxxx, XX 00000 Attn: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from timeXxxxx X. Xxxxxx Telephone: 000-to000-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and 0000 Facsimile: 000-000-0000 Lender Revolving Commitment Term Commitment Total Commitments Xxxxx Fargo Bank, National AssociationAssociation $ 98,666,667 $ 49,333,333 $ 148,000,000 JPMorgan Chase Bank, as Administrative AgentN.A. $ 98,666,667 $ 49,333,333 $ 148,000,000 Bank of America, Issuing Lender and Swingline LenderN.A. $ 98,666,667 $ 49,333,333 $ 148,000,000 Citibank, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory N.A. $ 86,666,667 $ 43,333,333 $ 130,000,000 Deutsche Bank Trust Company Americas $ 77,333,333 $ 38,666,667 $ 116,000,000 HSBC Bank USA, N.A. $ 50,000,000 $ 25,000,000 $ 75,000,000 Amegy Bank National Association $ 40,000,000 $ 20,000,000 $ 60,000,000 Credit Suisse AG, Cayman Islands Branch $ 26,666,666 $ 13,333,334 $ 40,000,000 Comerica Bank $ 23,333,333 $ 11,666,667 $ 35,000,000 TOTAL: $ 600,000,000 $ 300,000,000 $ 900,000,000 SCHEDULE III Term Advances Amortization Schedule Amount: Quarterly Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Dates: 1.25% of the Credit Agreement aggregate Term Advances made on the Effective Date December 31, 2012 March 31, 2013 June 30, 2013 September 30, 2013 2.50% of the following paymentsaggregate Term Advances made on the Effective Date December 31, 2013 March 31, 2014 June 30, 2014 September 30, 2014 December 31, 2014 March 31, 2015 June 30, 2015 September 30, 2015 3.75% of the aggregate Term Advances made on the Effective Date December 31, 2015 March 31, 2016 June 30, 2016 September 30, 2016 Schedule 1.1 Existing Letters of Credit Letters of Credit on behalf of Forum Energy Technologies, Inc.: REF NUMBER CURRENCY LC FACE AMOUNT USD EQUIVALENT @ Present Issue Expiry BENEFICIARY NAME Issuing Bank 628485 USD 28,446.51 28,446.51 08/02/10 06/16/12 Parque Industrial Avante JPM 000000 XXX 132,480.04 101,333.98 08/02/10 08/30/12 Xxxxx Engineering Pte Ltd JPM 674947 USD 90,542.00 90,542.00 01/24/11 11/30/11 PPL Shipyard Pte Ltd Xxxxx Fargo 674951 USD 90,542.00 90,542.00 01/24/11 03/02/12 PPL Shipyard Pte Ltd Xxxxx Fargo 681171 USD 3,372.46 3,372.46 05/10/11 11/15/11 PV DRILLING Xxxxx Fargo IS0002157 USD 97,701.90 97,701.90 06/14/11 11/15/11 PPL Shipyard Pte Ltd Xxxxx Fargo USD 400,000.00 400,000.00 08/02/10 05/31/12 XxXxxxxxx Australia Amegy 552806 USD 23,060.82 23,060.82 08/02/10 02/23/12 Petroquimicasuape JPM 522807 USD 27,439.37 27,439.37 08/02/10 02/23/12 Petroquimicasuape JPM XX0000000 USD 48,414.10 48,414.10 09/12/11 03/21/12 Dragados Offshore (via Banco Santander) Xxxxx Fargo 878021 NTD 12,132,340.00 394,907.67 10/15/10 02/01/12 Taiwan Ocean Research Institute JPM 673024 GBP 100,000.00 155,835.00 12/21/10 08/01/14 HCME Xxxxx Fargo 938888 NTD 20,220,567.00 658,179.46 05/18/11 03/01/12 Taiwan Ocean Research Institute JPM CTCS- 707566 USD 33,729.00 33,729.00 11/10/09 05/31/12 Commercial Bank of Qatar (Qatar Petroleum) JPM CTCS- 765217 USD 400,305.00 400,305.00 06/12/09 02/01/12 Trade Bank of Iraq (Iraqi Drilling Company of the Ministry of Oil) JPM CTCS- 846243 USD 39,560.00 39,560.00 07/15/10 01/30/12 Trade Bank of Iraq (North Oil Company) JPM CTCS- 897418 USD 1,000,000.00 1,000,000.00 12/20/10 11/30/11 National Bank of Abu Dhabi (Abu Dhabi Company for Onshore Oil) JPM CTCS- 935885 AED 150,000.00 40,872.00 05/10/11 10/15/11 National Bank of Abu Dhabi (Abu Dhabi Gas Development Company) JPM CTCS- 936660 USD 13,050.00 13,050.00 06/07/11 10/31/11 Trade Bank of Iraq (South Oil Co.) JPM CTCS- 946212 USD 1,000,000.00 1,000,000.00 07/28/11 11/30/11 National Bank of Abu Dhabi (Abu Dhabi Company for Onshore Oil) JPM IS0002833 USD 8,072.70 8,072.70 09/12/11 07/31/12 Turkiye Petrolleri A.O. (via Eurobank Tekfen) Xxxxx Fargo CPCS- 958570 GBP 230,815.50 359,691.33 09/27/11 03/28/12 HII Mozambique (via JPM London) JPM Outstanding 5,015,055.30 Exchange Rates AED 0.2725 Eur 1.3387 GBP 1.5584 NTD 0.0326 SGD 0.7649 USD 1.0000 Schedule 1.1 Schedule 4.1 Subsidiary Organizational Information Entity Name Type of Organization State of Formation 1. A.B.Z. Manufacturing, Inc. Corporation Kansas
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline CapEx Note shall operate as a waiver of such rights. THIS SWINGLINE CAPEX NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES (INCLUDING SECTION OTHER THAN SECTIONS 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE CAPEX NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE CAPEX NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, ALY ENERGY SERVICES INC. By: Name: Title: Exhibit G-2 H-4 – Form of Swingline CapEx Note EXHIBIT H-1 I-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankU.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 26, National Association 1000 Louisiana2012 (as amended, 9th Floorsupplemented or otherwise modified from time to time, MAC T5002-090 Xxxxxxxthe “Credit Agreement”), Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (ain such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) refers it is the sole record and beneficial owner of the loan(s) (as well as any Note(s) evidencing such loan(s)) in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: Exhibit I-1 – Form of U.S. Tax Compliance Certificate EXHIBIT I-2 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of May 2October 26, 2014 2012 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” ”), among Aly Energy Services Inc., a Delaware corporation (the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the “Borrower”), the lenders party thereto from time to time and time, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), Issuing Lender as issuing lender and Swingline Lenderas swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, and (biv) certifies that it is authorized not a controlled foreign corporation related to execute the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and deliver this Notice (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of Mandatory Payment under the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and pursuant used herein shall have the meanings given to them in the Credit Agreement. Borrower [NAME OF PARTICIPANT] By: Name: Title: Date: Exhibit I-2 – Form of U.S. Tax Compliance Certificate EXHIBIT I-3 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby gives you irrevocable notice made to the Credit Agreement dated as of October 26, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 2.13(c881(c)(3)(A) of the Credit Agreement Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN and an IRS Form W-8ECI from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF PARTICIPANT] By: Name: Title: Date: Exhibit I-3 – Form of U.S. Tax Compliance Certificate EXHIBIT I-4 FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to the Credit Agreement dated as of October 26, 2012 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aly Energy Services Inc., a Delaware corporation (the “Borrower”), the lenders party thereto from time to time, Xxxxx Fargo Bank, National Association, as administrative agent (in such capacity, the “Administrative Agent”), as issuing lender and as swing line lender. Pursuant to the provisions of Section 2.12 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the loan(s) (as well as any Note(s) evidencing such loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such loan(s) (as well as any Note(s) evidencing such loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Credit Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN and an IRS Form W-8ECI from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. [NAME OF LENDER] By: Name: Title: Date: Exhibit I-4 – Form of U.S. Tax Compliance Certificate
Appears in 1 contract
of the Credit Agreement. Except as specifically provided [It is expressly understood and agreed by each Borrower that (i) the principal balance of this Note includes certain Obligations hitherto evidenced by those certain Revolving Credit Notes dated April ___, 2005 and any other Revolving Credit Notes executed by any Borrower in favor of Lender in accordance with the Credit Agreement (the “Existing Notes”) and (ii) to the other Credit Documentsextent any of such Obligations are included in the principal balance of this Note, this Note (a) merely re-evidences such Obligations, (b) is given in substitution for, and not in payment of, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of accelerationExisting Notes and (c) is in no way intended, and any other notice of any kind. No failure shall not be deemed or construed, to exercise, and no delay in exercising, any rights hereunder on the part constitute a novation of the holder of this Swingline Note shall operate as a waiver of such rights. Existing Notes.] THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESMAPCO EXPRESS, INC. By: Name: Title: Exhibit G-2 – Form Schedule A to R-2 Revolving Credit Note LOANS, CONVERSIONS AND REPAYMENTS OF BASE RATE LOANS Amount of Swingline Principal Amount of Base Rate Amount of Base Rate Amount Converted to of Base Rate Loans Loans Converted to Unpaid Principal Balance Notation Made Date Loans Base Rate Loans Repaid Eurodollar Loans of Base Rate Loans By Schedule B to R-2 Revolving Credit Note LOANS, CONTINUATIONS, CONVERSIONS AND REPAYMENTS OF EURODOLLAR LOANS Interest Period and Amount of Amount Eurodollar Rate Amount of Principal Eurodollar Loans Unpaid Principal Amount of Converted to with Respect of Eurodollar Loans Converted to Base Balance of Notation Date Eurodollar Loans Eurodollar Loans Thereto Repaid Rate Loans Eurodollar Loans Made By EXHIBIT H-1 G-4 FORM OF NOTICE AMENDED AND SUBSTITUTED SWING LINE NOTE THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS AND PROVISIONS OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTHE CREDIT AGREEMENT REFERRED TO BELOW. TRANSFERS OF THIS NOTE AND THE OBLIGATIONS REPRESENTED HEREBY MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT PURSUANT TO THE TERMS OF SUCH CREDIT AGREEMENT. $5,000,000 New York, National Association 1000 LouisianaNew York Dated as of April ___, 9th Floor2005 Amended and Substituted as of ___, MAC T5002-090 Xxxxxxx20___ FOR VALUE RECEIVED, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesMAPCO EXPRESS, Inc.INC., a Delaware corporation (“MAPCO Express”, together with each other Person who becomes a borrower under the Credit Agreement referred to below by execution of a joinder, the “BorrowerBorrowers”), hereby unconditionally, jointly and severally, promise to pay to Fifth Third Bank (the “Swing Line Lender”) or its registered assigns at the Payment Office specified in the Credit Agreement (as hereinafter defined) in lawful money of the United States and in immediately available funds, on the New Revolving Credit Termination Date the principal amount of (a) refers FIVE MILLION DOLLARS ($5,000,000), or, if less, (b) the aggregate unpaid principal amount of all Swing Line Loans made by the Swing Line Lender to the Borrowers pursuant to Section 2.23 of the Credit Agreement, as hereinafter defined, outstanding on such date. The Borrowers further jointly and severally agree to repay each outstanding Swing Line Loan made by the Swing Line Lender on the date that is the earlier of (x) the New Revolving Credit Termination Date and (y) the date that is the seventh Business Day after the date on which such Swing Line Loan is made. Furthermore, the Borrowers agree to pay interest in like money at such office on the unpaid principal amount hereof from time to time outstanding at the rates and on the dates specified in Section 2.13 of such Credit Agreement. The holder of this Note is authorized to indorse on the schedules annexed hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof the date and amount of each Swing Line Loan made pursuant to the Credit Agreement and the date and amount of each payment or prepayment of principal thereof. Each such indorsement shall constitute prima facie evidence of the accuracy of the information indorsed. The failure to make any such indorsement or any error in any such indorsement shall not affect the obligations of the Borrowers in respect of any Swing Line Loan. This Amended and Substituted Swing Line Note (a) is the Swing Line Note referred to in the Second Amended and Restated Credit Agreement dated as of May 2December ___, 2014 2009 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the BorrowerBorrowers, the lenders party thereto from time to time and Xxxxx Fargo Swing Line Lender, the other Lenders parties thereto, Fifth Third Bank, National Association, as Administrative Agent, Issuing Lender and Swingline LenderFifth Third Bank, as Arranger, and others, (b) certifies that it is authorized subject to execute the provisions of the Credit Agreement and deliver this Notice of Mandatory Payment under (c) is subject to optional and pursuant to mandatory prepayment in whole or in part as provided in the Credit Agreement. Borrower This Note is secured and guaranteed to the extent provided in the Loan Documents. Reference is hereby gives you irrevocable notice pursuant made to Section 2.13(c) the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and the guarantees, the terms and conditions upon which the security interests and each guarantee were granted and the rights of the holder of this Note in respect thereof. Upon the occurrence of any one or more of the Events of Default, all principal and all accrued interest then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, all as provided in the Credit Agreement. All parties now and hereafter liable with respect to this Note, whether maker, principal, surety, guarantor, indorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind. Unless otherwise defined herein, terms defined in the Credit Agreement of and used herein shall have the following paymentsmeanings given to them in the Credit Agreement.
Appears in 1 contract
of the Credit Agreement. Except as specifically The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes referred to in the Credit Agreement and dated as of June 23, 2022, among the other Credit DocumentsBorrower, Xxxxxxxx 66, as the Initial Guarantor, the Lender, certain other banks and financial institutions parties thereto and Mizuho Bank, Ltd., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower hereby waives presentment, demand, protest, notice agrees to pay expenses incurred by the Lender in connection with the enforcement of intent to accelerate, notice its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of acceleration, and any other notice the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. XXXXXXXX 66 COMPANY By: _____________________________ Name: _____________________________ Title: Exhibit G-2 – Form _____________________________ Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Swingline Reference Rate Loans Made or Converted From Term SOFR Loans Amount of Reference Rate Loans Paid or Converted into Term SOFR Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By of Schedule to Note TERM SOFR LOANS, CONVERSIONS AND PAYMENTS OF TERM SOFR LOANS Date Amount of Term SOFR Loans Made or Converted from Reference Rate Loans Interest Period and Term SOFR with Respect Thereto Amount of Term SOFR Loans Paid or Converted into Reference Rate Loans Unpaid Principal Balance of Term SOFR Loans Notation Made By EXHIBIT H-1 B FORM OF NOTICE OF MANDATORY PAYMENT BORROWING REQUEST Mizuho Bank, Ltd., as Administrative Agent _________________________ _________________________ Attention: _________________________ [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 AttnReference: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx 66 Company Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesXxxxxxxx 66 Company, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2June 23, 2014 2022 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the with terms defined terms of which are used in this Notice of Mandatory Payment unless therein and not otherwise defined in this Notice of Mandatory Payment) herein being used herein as therein defined), among the Borrowerundersigned, Mizuho Bank, Ltd., as Administrative Agent and an Issuing Bank, the lenders party thereto Lenders and other Persons from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lenderparty thereto, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.13(c) 2.3 of the Credit Agreement of the following paymentsAgreement:
Appears in 1 contract
Samples: Credit Agreement (Phillips 66)
of the Credit Agreement. Except All terms not defined herein shall have the meanings given to them in the Credit Agreement. The Credit Agreement provides for the acceleration of the maturity of principal upon the occurrence of certain Events of Default and for prepayments on the terms and conditions specified therein. The Borrower waives presentment, notice of dishonor, protest and any other notice or formality with respect to this Revolving Credit Note. All obligations evidenced by this Revolving Credit Note are guarantied by the Guarantors pursuant to Article 11 of the Credit Agreement. This Revolving Credit Note shall be governed by, and interpreted and construed in accordance with, the laws of the State of Connecticut of the United States of America. INMAC GMBH By: --------------------------------------- Name: Title: Amount of Loan (as specifically applicable, in Dollars or Amount of Balance Notation Date Alternative Currency) Payment Outstanding By ---- ------------------------- --------- ----------- --------- REVOLVING CREDIT NOTE $2,000,000 Norwalk, Connecticut May 10, 1996 For value received, INMAC SA, a societe anonyme organized under the laws of France (the "Borrower"), hereby promises to pay to the order of THE CHASE MANHATTAN NATIONAL BANK (NATIONAL ASSOCIATION) (the "Lender") at the principal office of The Chase Manhattan Bank (National Association) at 0 Xxxxx Xxxxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, as agent for the Lender (in such capacity, together with its successors in such capacity, the "Administrative Agent"), for the account of the appropriate Lending Office of the Lender, the principal sum of Two Million Dollars ($2,000,000), or in the case of Eurocurrency Loans denominated in an Alternative Currency, the outstanding principal sum of such Eurocurrency Loans in such Alternative Currency or, if less, the amount loaned by the Lender to the Borrower pursuant to the Credit Agreement referred to below, in immediately available funds, on the date(s) and in the manner provided in the Credit Agreement referred to below. The Borrower also promises to pay interest on the unpaid principal balance hereof, for the period such balance is outstanding, at said principal office for the account of said Lending Office, in like money, at the rates of interest as provided in the Credit Agreement described below, on the date(s) and in the other manner provided in said Credit Documents, Agreement. The date and amount of each type of Revolving Credit Loan made by the Lender to the Borrower hereby waives presentment, demand, protest, notice of intent under the Credit Agreement referred to accelerate, notice of accelerationbelow, and each payment of principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Revolving Credit Note (or, at the discretion of the Lender, at any other notice of any kind. No failure to exercisetime), and no delay in exercising, any rights hereunder endorsed by the Lender on the part schedule attached hereto or any continuation thereof; provided, however, that any failure of the holder hereof to make such a notation or any error in such notation shall not in any manner affect the obligation of the Borrower to make payments of principal and interest in accordance with the terms of this Swingline Revolving Credit Note shall operate as a waiver and the Credit Agreement referred to below. This is one of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers Revolving Credit Notes referred to the in that certain Credit Agreement dated as of May 2July 25, 2014 1995 (as the same may be amendedamended by that certain First Amendment Agreement dated as of January 1, restated 1996, as further amended by that certain Second Amendment Agreement dated as of January 15, 1996, as further amended by that certain Third Amendment Agreement dated as of March 15, 1996 and as further amended or modified supplemented from time-to-time to time, the “"Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment") among Micro Warehouse, Inc., the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) each of the Credit Agreement other Subsidiaries of the following paymentsMicro Warehouse,
Appears in 1 contract
of the Credit Agreement. Except as specifically The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto, and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Notes referred to in the Credit Agreement dated as of [__], 2021, among the Borrower, Phillips 00 Xxxxners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and the other Credit DocumentsAdministrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional prepayment in whole or in part as provided therein. The Borrower hereby waives presentment, demand, protest, notice agrees to pay expenses incurred by the Lender in connection with the enforcement of intent to accelerate, notice its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of acceleration, and any other notice the Credit Agreement. Upon the occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSPHILLIPS 00 XXXXNERS LP By PHILLIPS 00 XXXXNERS GP LLC, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. its General Partner By: Name: Title: Exhibit G-2 – Form of Swingline Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ EXHIBIT H-1 C [FORM OF NOTICE OF MANDATORY PAYMENT OF] BORROWING REQUEST The Bank of Nova Scotia, Houston Branch [Date_____] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 AttnAttention: Xxxxxx X. Xxxxxxxx III Telephone[_____] [_____] [_____] Phone: (000) 000-0000 Facsimile[_____] Fax: (000) 000-0000 [_____] Email: xxxxxxxx@xxxxxxxxxx.xxx [_____] [_____], 2021 Reference: Phillips 00 Xxxxners LP Ladies and Gentlemen: The undersigned, Xxxxxxx Production ServicesPHILLIPS 00 XXXXNERS LP, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2[__], 2014 2021 (as the same may be amended, restated supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the with terms defined terms of which are used in this Notice of Mandatory Payment unless therein and not otherwise defined in this Notice of Mandatory Payment) herein being used herein as therein defined), among the Borrowerundersigned, Phillips 00 Xxxxners Holdings LLC, as the lenders party thereto from time to time and Xxxxx Fargo BankInitial Guarantor, National AssociationThe Bank of Nova Scotia, Houston Branch, as Administrative Agent, Issuing Lender the Lenders and Swingline Lenderother Persons from time to time party thereto, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and the undersigned hereby gives you notice, irrevocably, pursuant to Section 2.3 of the Credit Agreement. Borrower , that the undersigned hereby gives you irrevocable notice pursuant requests a borrowing under the Credit Agreement, and with respect thereto sets forth below the information relating to such borrowing (the “Proposed Borrowing”) as required by Section 2.13(c) 2.3 of the Credit Agreement of the following paymentsAgreement:
Appears in 1 contract
Samples: Assignment and Assumption (Phillips 66 Partners Lp)
of the Credit Agreement. Except as specifically provided This Note may not at any time be endorsed to, or to the order of, bearer. This Note shall be governed by, and construed in the Credit Agreement and the other Credit Documentsaccordance with, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part laws of the holder State of this Swingline Note shall operate New York. Very truly yours, KFC HOLDING CO., as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. Lead Borrower By: Name: Title: Exhibit G-2 – Form PIZZA HUT HOLDINGS, LLC as a Borrower By: Name: Title: TACO XXXX OF AMERICA, LLC, as a Borrower By: Name: Title: LOANS AND PAYMENTS OF PRINCIPAL Date Amount of Swingline Note Loan Amount of Principal Paid or Prepaid Unpaid Principal Balance Notation Made By EXHIBIT H-1 C-2 FORM OF NOTICE OF MANDATORY PAYMENT REVOLVING CREDIT NOTE [Date$][£][€] Xxxxx Fargo Bank_______________ Dated __________, National Association 1000 Louisiana201_ FOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The each of the undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation KFC Holding Co. (the “Lead Borrower”), Pizza Hut Holdings, LLC, and Taco Xxxx of America, LLC, as co-borrowers (aeach, a “Borrower” and together with the Lead Borrower, the “Borrowers”), HEREBY, JOINTLY AND SEVERALLY, PROMISES TO PAY ________________ or its registered assigns (the “Lender”) refers for the account of its Applicable Lending Office on the Maturity Date the aggregate principal amount of the Revolving Credit Loan and the L/C Advances owing to the Lender by the Borrowers pursuant to the Credit Agreement dated as of May 2June 16, 2014 2016 (as the same may be amended, restated restated, amended and restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the ”, terms defined terms of which are used in this Notice of Mandatory Payment therein, unless otherwise defined in this Notice of Mandatory Paymentherein, being used herein as therein defined) among the BorrowerBorrowers, the lenders party thereto Lender and certain other Lenders from time to time party thereto and Xxxxx Fargo JPMorgan Chase Bank, National AssociationN.A., as Administrative Agent and Collateral Agent for the Lenders and for such other Lenders, a Swing Line Lender and an L/C Issuer. Each Borrower, jointly and severally, promises to pay interest on the unpaid principal amount of each Revolving Credit Loan and L/C Advance from the date of such Revolving Credit Loan or L/C Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable to JPMorgan Chase Bank, N.A., as Administrative Agent, Issuing Lender at such office and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to in the manner specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant Each Revolving Credit Loan and L/C Advance owing to Section 2.13(c) the Lender by the Borrowers, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the schedule attached hereto, which is part of this promissory note; provided, however, that the failure of the Credit Agreement Lender to make any such recordation or endorsement shall not affect the Obligations of the following paymentsBorrowers under this promissory note. This promissory note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Revolving Credit Loans or L/C Advances by the Lender to or for the benefit of the Borrowers from time to time in an aggregate amount not to exceed at any time outstanding the Dollar Equivalent of the amount first above mentioned, the indebtedness of the Borrowers resulting from each such Revolving Credit Loan and L/C Advance being evidenced by this promissory note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified. The Obligations of the Borrowers under this promissory note and the other Loan Documents, and the Obligations of the other Loan Parties under the Loan Documents, are secured by the Collateral as provided in the Loan Documents. Each Borrower, for itself and its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this promissory note.
Appears in 1 contract
Samples: Credit Agreement (Yum Brands Inc)
of the Credit Agreement. Except The holder of this Note is authorized to record the date and amount of each Loan made by the Lender pursuant to Section 2.1 of the Credit Agreement, each payment of principal with respect thereto and each conversion or continuation made pursuant to Section 2.6 of the Credit Agreement, on the schedules annexed hereto and made a part hereof, or on a continuation thereof which shall be attached hereto and made a part hereof, and any such recordation shall constitute prima facie evidence, absent manifest error, of the accuracy of the information recorded; provided that failure by the Lender to make any such recordation or any error in such recordation shall not affect the obligations of the Borrower hereunder or under the Credit Agreement. This Note is one of the Revolving Credit Notes referred to in the Amended and Restated Credit Agreement dated as specifically of July 30, 2019, among the Borrower, Xxxxxxxx 66 Partners Holdings LLC, the Lender, certain other banks and financial institutions parties thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein and not otherwise defined herein being used herein as therein defined), is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. The Borrower agrees to pay expenses incurred by the Lender in connection with the enforcement of its rights and remedies under the Credit Agreement and this Note as provided in Section 9.5 of the other Credit Documents, Agreement. Upon the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice occurrence of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part one or more of the holder Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Swingline Note shall operate become, or may be declared to be, immediately due and payable all as a waiver of such rightsprovided therein. THIS SWINGLINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTSXXXXXXXX 66 PARTNERS LP By XXXXXXXX 66 PARTNERS GP LLC, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. its General Partner By: _______________________________ Name: Title: Exhibit G-2 – Form Revolving Credit Note Schedule to Note REFERENCE RATE LOANS, CONVERSIONS AND PAYMENTS OF REFERENCE RATE LOANS Date Amount of Swingline Reference Rate Loans Made or Converted From Eurodollar Loans Amount of Reference Rate Loans Paid or Converted into Eurodollar Loans Unpaid Principal Balance of Reference Rate Loans Notation Made By _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ _______ __________________ _______________ _____________ _____________ of Schedule to Note EURODOLLAR LOANS, CONVERSIONSAND PAYMENTS OF EURODOLLAR LOANS Date Amount ofEurodollarLoans Madeor Convertedfrom ReferenceRate Loans InterestPeriod andEurodollarRate withRespectThereto Amount ofEurodollarLoansPaid orConverted intoReferenceRate Loans UnpaidPrincipalBalance ofEurodollarLoans Notation Made By _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ _____ ______________ __________ ______________ _________ ___________ EXHIBIT H-1 B FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE New York, National Association 1000 LouisianaNew York ____________ __, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments20__
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)TEXAS. THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FLOTEK INDUSTRIES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 H-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankTERM NOTE $ , National Association 1000 LouisianaFor value received, 9th Floorthe undersigned FLOTEK INDUSTRIES, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.INC., a Delaware corporation (the “Borrower”), hereby promises to pay to the order of (a“Payee”) refers the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Term Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Term Advances from the date of such Term Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Term Note in accordance with the terms of the Credit Agreement. This Term Note is one of the Term Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2March 31, 2014 2008 (as the same may be amended, restated restated, supplement or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, National AssociationN.A., as administrative agent (the “Administrative Agent”), Swing Line Lender and as Issuing Lender for the Lenders. Capitalized terms used in this Term Note that are defined in the Credit Agreement and Swingline Lendernot otherwise defined in this Term Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Term Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Term Advance being evidenced by this Term Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Term Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Term Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Term Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Term Note. This Term Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranties.
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit DocumentsAgreement, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Swing Line Note shall operate as a waiver of such rights. THIS SWINGLINE SWING LINE NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Exhibit H – Form of Swing Line Note THIS SWINGLINE SWING LINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE SWING LINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. FORUM ENERGY TECHNOLOGIES, INC. By: Name: Title: Exhibit G-2 H – Form of Swingline Swing Line Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] SCHEDULE I Pricing Schedule The Applicable Margin with respect to Commitment Fee, Revolving Advances, and, if applicable, Swing Line Advances shall be determined in accordance with the following Table based on the Borrower’s Leverage Ratio as reflected in the Compliance Certificate delivered in connection with the financial statements most recently delivered pursuant to Section 5.2. Adjustments, if any, to such Applicable Margin shall be effective on the date the Administrative Agent receives the applicable financial statements and corresponding Compliance Certificate as required by the terms of this Agreement. If the Borrower fails to deliver the financial statements and corresponding Compliance Certificate to the Administrative Agent at the time required pursuant to Section 5.2, then effective as of the date such financial statements and Compliance Certificate were required to the delivered pursuant to Section 5.2, the Applicable Margin with respect to Commitment Fee, Revolving Advances, and, if applicable, Swing Line Advances shall be determined at Level I and shall remain at such level until the date such financial statements and corresponding Compliance Certificate are so delivered by the Borrower. Notwithstanding the foregoing, the Borrower shall be deemed to be at Level IV described below until delivery of its unaudited financial statements and corresponding Compliance Certificate for the fiscal quarter ending September 30, 2010. Notwithstanding anything to the contrary contained herein, the determination of the Applicable Margin for any period shall be subject to the provisions of Section 2.8(c). Applicable Margin Leverage Ratio Base Rate Advances Eurodollar Advances Commitment Fee Level I Is greater than or equal 3.50 2.25 % 3.75 % 0.50 % Level II Is less than 3.50 but greater than or equal to 3.00 2.00 % 3.50 % 0.50 % Level III Is less than 3.00 but greater than or equal to 2.50 1.50 % 3.00 % 0.50 % Level IV Is less than 2.50 but greater than or equal to 2.00 1.25 % 2.75 % 0.50 % Level V Is less than 2.00 but greater than or equal to 1.50 1.00 % 2.50 % 0.375 % Level VI Is less than 1.50 but greater than or equal to 1.00 0.75 % 2.25 % 0.375 % Level VII Is less than 1.00 0.50 % 2.00 % 0.375 % Schedule I SCHEDULE II Commitments, Contact Information ADMINISTRATIVE AGENT/ISSUING LENDER/SWING LINE LENDER Xxxxx Fargo Bank, National Association Address: 0000 X XX Xxxxxx Blvd. Mail Code NC0680 Xxxxxxxxx, XX 00000 Attn: Syndication/Agency Services Telephone: (000) 000 0000 Facsimile: (000) 000 0000 with a copy to: Address: 1000 Louisiana, 9th Floor, MAC T50020xx Xxxxx XXX X0000-090 000 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III X.X. Xxxxxxxxx Telephone: (000) -000-0000 Facsimile: (000) -000-0000 EmailCREDIT PARTIES Borrower/Guarantors Address for Notices: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen0000 X. Xxx Xxxxxxx Pkwy N, Suite 200 Houston, TX 77040 Attn: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from timeXxxxx Xxxxxx Telephone: 000-to000-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and 0000 Facsimile: 000-000-0000 Lender Commitment Xxxxx Fargo Bank, National AssociationAssociation $ 70,000,000 JPMorgan Chase Bank, as Administrative AgentN.A. $ 70,000,000 Bank of America, Issuing Lender and Swingline LenderN.A. $ 70,000,000 Citibank, and (b) certifies that it is authorized to execute and deliver this Notice N.A. $ 60,000,000 Deustche Bank Trust Company Americas $ 60,000,000 Amegy Bank National Association $ 60,000,000 HSBC Bank USA, N.A. $ 40,000,000 Credit Suisse AG, Cayman Islands Branch $ 20,000,000 TOTAL: $ 450,000,000 Schedule II Schedule 1.1 Existing Letters of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsCredit
Appears in 1 contract
of the Credit Agreement. Except as specifically provided in the Credit Agreement and the other Credit Documents, the Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. This Revolving Note may not be assigned except in compliance with the Credit Agreement. Exhibit G-1 – Form of Revolving Note THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK TEXAS (INCLUDING SECTION 5-1401 AND SECTION 5-1402 EXCEPT THAT CHAPTER 346 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORKTEXAS FINANCE CODE SHALL NOT APPLY TO THIS REVOLVING NOTE). THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG BETWEEN THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICESTHERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. HI-CRUSH PARTNERS LP By: Hi-Crush GP LLC, INC. its general partner By: Name: Title: Exhibit G-2 G-1 – Form of Swingline Revolving Note EXHIBIT H-1 G-2 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWING LINE NOTE $ , National Association 1000 LouisianaFor value received, 9th Floor, MAC T5002the undersigned HI-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc.CRUSH PARTNERS LP, a Delaware corporation limited partnership (the “Borrower”), hereby promises to pay to (a“Payee”) refers the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swing Line Advances (as defined in the Credit Agreement referred to below) made by the Payee (or predecessor in interest) to the Borrower, together with interest on the unpaid principal amount of the Swing Line Advances from the date of such Swing Line Advances until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Borrower may make prepayments on this Swing Line Note in accordance with the terms of the Credit Agreement. This Swing Line Note is one of the Swing Line Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the Credit Agreement dated as of May 2[ ], 2014 2012 (as the same may be amended, restated restated, amended and restated, supplement or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), among the Borrower, the lenders party thereto from time to time (the “Lenders”), and Xxxxx Fargo Bank, Amegy Bank National Association, as administrative agent (the “Administrative Agent”) for the Lenders, as Issuing Lender and Swingline as Swing Line Lender. Capitalized terms used in this Swing Line Note that are defined in the Credit Agreement and not otherwise defined in this Swing Line Note have the meanings assigned to such terms in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swing Line Advances by the Payee to the Borrower in an aggregate amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Swing Line Note, and (b) certifies that it is authorized to execute and deliver contains provisions for acceleration of the maturity of this Notice Swing Line Note upon the happening of Mandatory Payment under and pursuant to certain events stated in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Borrower hereby gives you irrevocable notice in same day funds. The Payee shall record payments of principal made under this Swing Line Note, but no failure of the Payee to make such recordings shall affect the Borrower’s repayment obligations under this Swing Line Note. This Swing Line Note is secured by the Security Documents and guaranteed pursuant to Section 2.13(c) the terms of the Credit Agreement of the following paymentsGuaranty.
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of the Credit Agreement. Except The Borrower promises also to pay interest on the unpaid principal amount hereof in like money, or in kind, at said office from the date hereof until paid at the rates, at the times, and as specifically otherwise provided in Section 2.03 of the Credit Agreement. This Note is one of the "TRANCHE B NOTES" referred to in that certain Amended and Restated Credit Agreement dated as of October 20, 1999, as amended and restated as of March 27, 2000, as further amended and restated as of November 9, 2000, and as further amended and restated as of May 10, 2002 (said Amended and Restated Credit Agreement, as so amended and restated and as hereafter amended, restated, modified or supplemented, being the "CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among the Borrower; certain other Credit Parties, the financial institutions listed therein as Lenders and Non-Continuing Lenders, and Wachovia Bank, National Association (formerly known as First Union National Bank), as Administrative Agent. This Tranche B Note is secured pursuant to the Security Documents and the Subsidiary Guaranty. As provided in the Credit Agreement Agreement, this Tranche B Note is subject to voluntary prepayment and mandatory repayment prior to the other Credit DocumentsMaturity Date, in whole or in part. In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Tranche B Note may be declared to be due and payable in the manner and with the effect provided in the Credit Agreement. The Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other protest or notice of any kind. No failure to exercise, and no delay kind in exercising, any rights hereunder on the part of the holder of connection with this Swingline Note shall operate as a waiver of such rightsTranche B Note. THIS SWINGLINE TRANCHE B NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 WITHOUT REGARD TO PRINCIPLES OF THE GENERAL OBLIGATIONS LAW CONFLICT OF THE STATE OF NEW YORK)LAWS. THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INCFAIRPOINT COMMUNICATIONS SOLUTIONS CORP. By: Name: ------------------------------------- Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following payments
Appears in 1 contract
Samples: Fairpoint Communications Inc
of the Credit Agreement. Except as specifically provided 2. Notwithstanding anything to the contrary contained in Sections 1.01(a), 1.01(b) and 2.02 of the Credit Agreement and Agreement, at no time during the other Credit Documentsperiod from the Second Amendment Effective Date to February 28, 2001 (such period, the "Interim Period") shall (i) the aggregate principal amount of Revolving Loans incurred by the Borrower hereby waives presentmentfrom any Lender during the Interim Period and then outstanding exceed that amount which, demand, protest, notice when added to the product of intent (x) such Lender's Percentage and (y) the sum of (I) the aggregate amount of all Letter of Credit Outstandings at such time relating to accelerate, notice Letters of accelerationCredit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, and any other notice simultaneously with the incurrence of, the respective incurrence of any kind. No failure to exerciseRevolving Loans) and (II) the aggregate principal amount of all then outstanding Swingline Loans incurred during the Interim Period (exclusive of Swingline Loans incurred during the Interim Period which are repaid with the proceeds of, and no delay in exercisingsimultaneously with the incurrence of, any rights hereunder on the part respective Revolving Loans), equals the product of (1) such Lender's Percentage and (2) the lesser of $7,000,000 and 20% of the holder Net (Taxes and Sales Commissions) Proceeds from all theretofore consummated sales of this Swingline Note shall operate Xxxxxxx Shares during the Interim Period (such lesser amount as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time in effect being hereinafter referred to as the "Available Amount"), (ii) the aggregate principal amount of all Revolving Loans incurred by the Borrower from all the Lenders during the Interim Period and Xxxxx Fargo Bankthen outstanding exceed that amount which, National Associationwhen added to the sum of (x) the aggregate amount of all Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, as Administrative Agentand simultaneously with the incurrence of, Issuing Lender Revolving Loans) and (y) the aggregate principal amount of all then outstanding Swingline Loans incurred during the Interim Period (exclusive of any such Swingline Loans which are repaid with the proceeds of, and simultaneously with the occurrence of, the respective incurrence of Revolving Loans), equals the Available Amount at such time, (iii) the aggregate principal amount of all outstanding Swingline Loans incurred by the Borrower during the Interim Period (exclusive of any such Swingline Loans which are repaid with the proceeds of, and simultaneously with the incurrence of, Revolving Loans) exceed (x) that amount which, when added to the sum of (I) the aggregate principal amount of all then outstanding Revolving Loans incurred during the Interim Period and (II) the aggregate amount of all Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid with proceeds of, and simultaneously with the incurrence of, Swingline Loans), equals the Available Amount at such time or (y) the Maximum Swingline Amount or (iv) any Letter of Credit be issued the Stated Amount of which, when added to the Letter of Credit Outstandings at such time relating to Letters of Credit issued during the Interim Period (exclusive of Unpaid Drawings related thereto which are repaid on the date of, and prior to the issuance of, the respective Letter of Credit) at such time would exceed $5,000,000 or which, when added to the sum of the aggregate principal amount of all then outstanding Revolving Loans incurred by the Borrower from all the Lenders during the Interim Period (exclusive of any such Revolving Loans which are repaid simultaneously with the respective issuance of any Letter of Credit) and Swingline LenderLoans incurred during the Interim Period (exclusive of any such Swingline Loans which are repaid simultaneously with the respective issuance of a Letter of Credit), would exceed the Available Amount at such time. For the avoidance of doubt, (i) the limitations set forth in this Section 2 shall only be in effect during the Interim Period and (bshall be in addition to the limitations set forth in Sections 1.01(a), 1.01(b) certifies that it is authorized to execute and deliver this Notice 2.02 of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice , and consequently, no Credit Event shall be permitted to occur to the extent that as a result therefrom the limitations set forth in this Section 2 or any such Section of the Credit Agreement are breached, (ii) the Net (Taxes and Sales Commissions) Proceeds from the sale of approximately 6,000,000 shares of Xxxxxxx Shares traded on November 10, 2000 and consummated on or about November 20, 2000 (x) shall be included in determining the Available Amount pursuant to this Section 2.13(c2 and (y) shall be applied on the Second Amendment Effective Date to repay Loans and to reduce Commitments as provided in Sections 3.03(i) and 4.02(g) of the Credit Agreement (after giving effect to this Amendment) and the Borrower shall deposit gross cash proceeds from such sale in an amount equal to the Estimated Tax Amount in respect of such sale into the Escrow Account established pursuant to, and as defined in, the Escrow Account Agreement (as defined below), as required pursuant to Section 4.02(g) of the following paymentsCredit Agreement (after giving effect to this Amendment).
Appears in 1 contract
of the Credit Agreement. The limited waivers and agreements in clauses (A) and (B) of this paragraph shall be effective only through the Extended Waiver Termination Date. In consideration of the foregoing, the Obligors hereby agree to pay to the Agent and the Lenders on or before July 30, 2004 a $250,000 fee (the "Waiver Extension Fee") as compensation for the extension of the Waiver and the additional limited waivers and agreements of the Agent and the Lenders provided for herein. The parties hereto anticipate entering into a Seventh Amendment to the Credit Agreement (the "Seventh Amendment") to effect a more comprehensive and permanent modification of the Credit Agreement to permit the transactions contemplated hereby and in the Waiver and provide for the modification of certain covenants contained in the Credit Agreement. If the Waiver Extension Fee is paid to the Agent and the Lenders pursuant to this paragraph, the entire amount thereof shall be credited to and applied against any fees payable by the Obligors to the Agent and the Lenders under the Seventh Amendment. The extension of the Waiver and the additional limited waivers and agreements of the Agent and the Lenders provided for herein shall be null and void ab initio and an Event of Default shall immediately occur (i) upon the occurrence of any of the events described in clause (y) of the penultimate sentence of the second paragraph of the Waiver or (ii) on the Extended Waiver Termination Date, unless, in the case of either clause (i) or clause (ii) above, on or prior to such date, the Obligors and the Lenders shall have entered into, and the Bankruptcy Court shall have entered an order (which order shall have become a final order not later than September 30, 2004) approving, the Seventh Amendment agreed to and executed by the Lenders. The Waiver and this extension and modification thereof shall be limited precisely as written and shall not be deemed or otherwise construed to constitute a waiver of any other Default or Event of Default, amend or modify any provision of any Loan Document or constitute a course of dealing or any other basis for altering the Obligations of any Obligor. Except as specifically expressly provided herein and in the Waiver, the Credit Agreement and the other Credit Loan Documents, including the Borrower hereby waives presentmentLiens granted thereunder, demand, protest, notice of intent to accelerate, notice of accelerationshall remain in full force and effect, and any other notice of any kindall terms and provisions thereof are hereby ratified and confirmed. No failure to exerciseThis letter agreement shall be effective only if and when (i) it is signed by, and no delay in exercisingwhen counterparts hereof shall have been delivered to the Agent (by hand delivery, any rights hereunder mail or telecopy) by, each of the parties set forth on the part signature pages hereto and (ii) the Waiver Extension Fee has been paid to the Agent for the benefit of the holder Lenders. This letter agreement may be executed Xxxxxx Aluminum & Chemical Corporation July 29, 2004 Page 3 by one or more of the parties on any number of separate counterparts (including by telecopy), all of which taken together shall constitute but one and the same instrument. This letter agreement shall be deemed to be a contract made under and governed by the internal laws of the State of New York, without giving effect to such laws relating to conflicts of laws to the extent not preempted by federal bankruptcy law, provided that the Agent and the Lenders shall retain all rights arising under federal law. If you have any questions about this Swingline Note shall operate letter agreement, please contact the undersigned at the number above. Sincerely, Bank of America, N.A., as a waiver of such rights. THIS SWINGLINE NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: Agent /s/Xxxxxx X. Xxxxxx ---------------------------- Name: Title: Exhibit G-2 – Form of Swingline Note EXHIBIT H-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III TelephoneXxxxxx Title: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (the “Borrower”), (a) refers to the Credit Agreement dated as of May 2, 2014 (as the same may be amended, restated or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto from time to time and Xxxxx Fargo Bank, National Association, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) of the Credit Agreement of the following paymentsVice President
Appears in 1 contract
Samples: Kaiser Aluminum & Chemical Corp
of the Credit Agreement. Except as specifically provided in by the Credit Agreement and the other Credit DocumentsAgreement, the Subsidiary Borrower hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, and any other notice of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Revolving Note shall operate as a waiver of such rights. THIS SWINGLINE REVOLVING NOTE SHALL BE DEEMED A CONTRACT UNDER, AND SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH WITH, THE LAWS OF THE STATE OF NEW YORK YORK. Exhibit D-2 – Form of Revolving Note (INCLUDING SECTION 5-1401 AND SECTION 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). Borrowing Subsidiary) THIS SWINGLINE REVOLVING NOTE AND THE OTHER CREDIT LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE REVOLVING NOTE AND THE CREDIT LOAN DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. [NAME OF SUBSIDIARY BORROWER] By: Name: Title: Exhibit G-2 D-2 – Form of Swingline Revolving Note (Borrowing Subsidiary) EXHIBIT H-1 E-1 FORM OF NOTICE OF MANDATORY PAYMENT [Date] Xxxxx Fargo BankSWINGLINE NOTE (PARENT) $ , National Association 1000 LouisianaFOR VALUE RECEIVED, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: (000) 000-0000 Facsimile: (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The the undersigned, Xxxxxxx Production ServicesDIAMOND OFFSHORE DRILLING, Inc.INC., a Delaware corporation (the “BorrowerParent”), (a) refers hereby promises to pay to the order of (“Lender”) the principal amount of No/100 Dollars ($ ) or, if less, the aggregate outstanding principal amount of the Swingline Loans (as defined in the Credit Agreement referred to below) made by the Lender (or predecessor in interest by assignment) to the Parent, together with interest on the unpaid principal amount of the Swingline Loans from the date of such Swingline Loans until such principal amount is paid in full, at such interest rates, and at such times, as are specified in the Credit Agreement (as hereunder defined). The Parent may make prepayments on this Swingline Note in accordance with the terms of the Credit Agreement. This Swingline Note is one of the Swingline Notes referred to in, and is entitled to the benefits of, and is subject to the terms of, the 5-Year Revolving Credit Agreement dated as of May 2September 28, 2014 2012 (as the same may be amended, restated restated, supplemented or otherwise modified from time-to-time to time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) ”), by and among the BorrowerParent, each Borrowing Subsidiary, the lenders Lenders who are or may become a party thereto, the issuing banks party thereto from time to time and Xxxxx Fargo Bank, National Association, as administrative agent (the “Administrative Agent, Issuing Lender ”) and as Swingline Lender. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of the Swingline Loans by the Lender to the Borrowers in an aggregate principal amount not to exceed at any time outstanding the Dollar amount first above mentioned, the indebtedness of the Parent resulting from each such Swingline Loan being evidenced by this Swingline Note, and (b) certifies that it is authorized contains provisions for acceleration of the maturity of this Swingline Note upon the happening of certain events stated in the Credit Agreement and for prepayments of principal prior to execute the maturity of this Swingline Note upon the terms and deliver this Notice of Mandatory Payment under and pursuant to conditions specified in the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to Section 2.13(c) Both principal and interest are payable in lawful money of the Credit Agreement United States of America to the Administrative Agent at the location or address specified by the Administrative Agent to the Parent in same day funds. The Lender shall record payments of principal made under this Swingline Note, but no failure of the following paymentsLender to make such recordings shall affect the Parent’s repayment obligations under this Swingline Note.
Appears in 1 contract
of the Credit Agreement. Except The Program Manager is authorized to record, on the schedule annexed hereto and made a part hereof or on other appropriate records of the Program Manager the date and amount of each Loan made by the Lenders, each continuation thereof, the interest rate from time to time on each Loan and the date and amount of each payment or prepayment of principal thereof. Any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded, provided that the failure of the Program Manager to make any such recordation (or any error in such recordation) shall not affect the obligations of Recco hereunder or under the Credit Agreement in respect of the Loans. This Lender Note is the Lender Note referred to in the Credit Agreement dated as specifically of January 9, 2003 (as amended, supplemented or otherwise modified and in effect from time to time, the "Credit Agreement") among Recco, Eiffel Funding, LLC (the "Conduit Lender), CDC Financial Products Inc. (the "Committed Lender", and together with the Conduit Lender, the "Lenders") and the Program Manager, and is entitled to the benefits thereof. Capitalized terms used herein without definition have the meanings assigned to them in the Credit Agreement. This Lender Note is subject to optional and mandatory prepayment as provided in the Credit Agreement and Agreement. Upon the other Credit Documentsoccurrence of the Wind-Down Date, the Borrower Program Manager shall have all of the remedies specified in the Credit Agreement. Recco hereby waives presentment, demand, protest, notice of intent to accelerate, notice of acceleration, protest and any other notice all notices of any kind. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder of this Swingline Note shall operate as a waiver of such rights. THIS SWINGLINE LENDER NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LENDER NOTE SHALL BE GOVERNED BY BY, AND CONSTRUED AND ENFORCED INTERPRETED IN ACCORDANCE WITH WITH, THE LAWS LAW OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 AND SECTION 5-1402 WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES WHICH MAY REQUIRE THE APPLICATION OF THE GENERAL OBLIGATIONS LAW LAWS OF THE STATE OF NEW YORK)ANY OTHER JURISDICTION. THIS SWINGLINE NOTE AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND SUPERSEDE ALL PRIOR UNDERSTANDINGS AND AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO THE TRANSACTIONS PROVIDED FOR HEREIN AND THEREIN. ADDITIONALLY, THIS SWINGLINE NOTE AND THE CREDIT DOCUMENTS MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. XXXXXXX PRODUCTION SERVICES, INC. By: ONYX ACCEPTANCE RECEIVABLES CORPORATION By ______________________________ Name: Title: Exhibit G-2 – Form Schedule 1 to LENDER NOTE Principal Interest on Prepayment Date of Swingline Note Loans Loans of Loans Notation By ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ ____________ DATED: B-3 EXHIBIT H-1 FORM OF C NOTICE OF MANDATORY PAYMENT BORROWING Onyx Acceptance Receivables Corporation hereby requests that the Lenders make a Loan to it on [insert Borrowing Date] Xxxxx Fargo Bank, National Association 1000 Louisiana, 9th Floor, MAC T5002-090 Xxxxxxx, Xxxxx 00000 Attn: Xxxxxx X. Xxxxxxxx III Telephone: in the amount of [amount of Loan requested] by crediting the Collection Account by 10:00 a.m. (000New York City time) 000-0000 Facsimile: on [insert Borrowing Date] (000) 000-0000 Email: xxxxxxxx@xxxxxxxxxx.xxx Ladies and Gentlemen: The undersigned, Xxxxxxx Production Services, Inc., a Delaware corporation (capitalized terms used herein have the “Borrower”), (a) refers meaning assigned to them in the Credit Agreement dated as of May 2January 9, 2014 (2003, as the same may be amended, restated modified or modified from time-to-time, the “Credit Agreement,” the defined terms of which are used in this Notice of Mandatory Payment unless otherwise defined in this Notice of Mandatory Payment) among the Borrower, the lenders party thereto supplemented from time to time time). Onyx Acceptance Receivables Corporation hereby certifies as of the date hereof that (i) the representations and Xxxxx Fargo Bankwarranties made in Section 3 of the Credit Agreement are true and correct on and as of the Borrowing Date for such Loan, National Associationboth before and after giving effect to such Loan, (ii) each of the representations and warranties made in the Operative Documents by the Seller and the Servicer (if the Seller or any Affiliate of the Seller) are true and correct on and as of the Borrowing Date for such Loan, both before and after giving effect to such Loan and (iii) that each condition precedent to the making of such Loan, as Administrative Agent, Issuing Lender and Swingline Lender, and (b) certifies that it is authorized to execute and deliver this Notice of Mandatory Payment under and pursuant to the Credit Agreement. Borrower hereby gives you irrevocable notice pursuant to described in Section 2.13(c4(b) of the Credit Agreement of the following paymentsAgreement, has been satisfied.
Appears in 1 contract
