S-1. EXHIBITS AND SCHEDULES Exhibit A Revolving Note Exhibit B Pledge Agreement - Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Exhibit E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Notice of Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is dated as of January 27, 2006 (this agreement, together with all amendments and restatements, this "Agreement"), among HALLMARK FINANCIAL SERVICES, INC., a Nevada corporation ("Borrower"), THE FROST NATIONAL BANK, a national banking association ("Lender"), and each L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 (such agreement, together with all amendments and restatements, the "Existing Agreement"). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit for the account of Borrower. Borrower and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions of this Agreement.
Appears in 1 contract
S-1. EXHIBITS AND SCHEDULES Exhibit EXHIBIT A-1 - Form of Series A Revolving Note Exhibit Security EXHIBIT A-2 - Form of Series B Pledge Agreement Security EXHIBIT B - Borrower Exhibit Form of Legend for Book-Entry Securities EXHIBIT C Pledge Agreement - Subsidiary Exhibit Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D Security Agreement - Borrower Exhibit Form of Certificate to Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Notice Form of Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is Guarantee INDENTURE dated as of January 27December 15, 2006 1999, among HVIDE MARINE INCORPORATED, a Delaware corporation (this agreement, together with all amendments and restatements, this the "AgreementCompany"), among HALLMARK FINANCIAL SERVICESas Issuer, INC., a Nevada corporation the Subsidiary Guarantors named on the signature pages hereto (the "BorrowerGuarantors"), THE FROST NATIONAL BANKSTATE STREET BANK AND TRUST COMPANY, a national banking association Massachusetts chartered trust company, as Trustee (the "LenderTrustee"), and each L/C RICBANKERS TRUST COMPANY, in its capacity as Collateral Agent. Each L/C RIC is a party The Company and the Guarantors have duly authorized the execution and delivery of this Indenture to this Agreement to acknowledge and agree to its obligations pursuant to Articles IIIprovide for the issuance of the (i) 12 1/2% Senior Secured Notes due 2007, IVSeries A, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as related Guarantees of June 29, 2005 the Guarantors (such agreement, together with all amendments and restatements, the "Existing AgreementInitial Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities prior to the issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof) and (ii) 12 1/2% Senior Secured Notes due 2007, Series B, to be issued in exchange for the 12 1/2% Senior Secured Notes due 2007, Series A, and the related Guarantees of the Guarantors (the "Exchange Securities," such term to include any Securities issued in lieu of cash interest on the Initial Securities or the Exchange Securities if issued after the date of initial issuance of the Exchange Securities as and to the extent permitted by Section 4.21 hereof; collectively the "Securities," such term to include the Initial Securities and the Unrestricted Securities, if any, and any Securities issued in lieu of cash interest on the Initial Securities, Exchange Securities or Unrestricted Securities as and to the extent permitted by Section 4.21 hereof, if any, treated as a single class of securities under this Indenture). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit The parties hereto agree as follows for the account benefit of Borrower. Borrower each other and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account equal and ratable benefit of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions Holders of this Agreement.the Securities:
Appears in 1 contract
Samples: Indenture (Hvide Marine Inc)
S-1. EXHIBITS AND SCHEDULES ---------------------- Exhibit A Revolving Note Exhibit B Term Loan Note Exhibit C Pledge Agreement - Borrower Exhibit C D Pledge Agreement - Subsidiary Exhibit D E Security Agreement - Borrower Exhibit E F Security Agreement - Subsidiary Exhibit F G Guaranty Agreement Exhibit G H Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Term Loan Notice Exhibit J Term Loan Request Exhibit K Compliance Certificate Exhibit K L Notice of Final Agreement Exhibit L Subordination Agreement I M Applicable Rate Certificate Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit N 2005 Documents Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is dated as of January 27June 29, 2006 2005 (this agreement, together with all amendments and restatements, this "Agreement"), among HALLMARK FINANCIAL SERVICES, INC., a Nevada corporation ("Borrower"), THE FROST NATIONAL BANK, a national banking association ("Lender"), and each L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 (such agreement, together with all amendments and restatements, the "Existing Agreement"). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit and a term credit facility available to Borrower and make available Letters of Credit for the account of Borrower. Borrower and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions of this Agreement.
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S-1. EXHIBITS AND SCHEDULES Schedule 1.1(a) Indebtedness of Target To Be Refinanced Schedule 4.2 Due Authorization; Noncontravention, etc. Schedule 4.3 Governmental Approval, Regulation, etc. Schedule 4.7 Litigation Schedule 4.9 Subsidiaries Schedule 4.11 Taxes Schedule 4.13 Environmental Warranties Schedule 5.4 Insurance Schedule 6.3(b) Existing Indebtedness Schedule 6.4(b) Existing Liens Schedule 6.6(a) Existing Investments Exhibits Exhibit A Revolving A-1 Form of Bridge Note Exhibit B Pledge A-2 Form of Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Conversion Exhibit C-1 Form of Exchange Note Indenture Exhibit C-2 Form of Exchange Note Registration Rights Agreement - Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Form of Opinion of White & Case LLP Exhibit E Security Agreement - Form of Subsidiary Guarantee Exhibit F Guaranty Form of Interco Subordination Agreement Exhibit G Revolving Loan Notice Form of Bridge Escrow Agreement Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Form of Compliance Certificate Exhibit K Notice I Form of Final Assignment Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT SIMON ACQUISITION CORP. BRIDGE LOAN AGREEMENT THIS FIRST RESTATED CREDIT This BRIDGE LOAN AGREEMENT is dated as of January 27April [ ], 2006 (this agreement2002, together with all amendments and restatements, this "Agreement"), entered into by and among HALLMARK FINANCIAL SERVICES, INCSIMON ACQUISITION CORP., a Nevada Delaware corporation ("Borrower"), THE FROST NATIONAL BANKASSOCIATED MATERIALS HOLDINGS INC. (f/k/a Harvest/AMI Holdings Inc.), a national banking association Delaware corporation ("Holdings"), the financial institutions party hereto from time to time as lenders (each, a "Lender" and collectively, the "Lenders"), and each L/C RIC. Each L/C RIC is CREDIT SUISSE FIRST BOSTON CORPORATION, a party to this Agreement to acknowledge bank organized under the laws of Switzerland, acting through its Cayman Islands Branch ("CSFB"), as Joint Lead Arranger and agree to its obligations pursuant to Articles IIIJoint Book-Runner (in such capacity, IVa "Joint Lead Arranger") and as syndication agent (in such capacity, the "Syndication Agent"), UBS WARBURG LLC ("UBSW") as Joint Lead Arranger and X. BACKGROUND ---------- BorrowerJoint Book-Runner (in such capacity, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 (such agreementa "Joint Lead Arranger" and, together with all amendments and restatementsCSFB in such capacity, the "Existing AgreementJoint Lead Arrangers"), UBS AG, STAMFORD BRANCH ("UBS") as administrative agent (the "Administrative Agent") and CIBC WORLD MARKETS CORP. ("CIBC World Markets") as documentation agent (the "Documentation Agent"). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit for the account of Borrower. Borrower and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account of Borrower and each L/C RIC. Lender has agreed to do so, subject to the Certain capitalized terms and conditions are used herein as defined in Section 1 of this Agreement.
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S-1. EXHIBITS AND SCHEDULES Exhibit EXHIBIT A-1 - Form of Series A Revolving Note Exhibit Security EXHIBIT A-2 - Form of Series B Security EXHIBIT B - Form of Legend for Book-Entry Securities EXHIBIT C - Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB Accredited Investors EXHIBIT D - Form of Certificate To Be Delivered in Connection with Transfers Pursuant to Regulation S EXHIBIT E - Form of Mortgage EXHIBIT F - Form of Security Agreement EXHIBIT G - Form of Master Pledge Agreement - Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Exhibit E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Notice of Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is INDENTURE dated as of January 27August 13, 2006 1999, among REPUBLIC INTERNATIONAL TECHOLOGIES, LLC, a Delaware limited liability company (this agreement, together with all amendments and restatements, this the "AgreementCompany"), among HALLMARK FINANCIAL SERVICESand RTI CAPITAL CORP., a Delaware corporation, as Issuers (the "Issuers"), REPUBLIC TECHNOLOGIES INTERNATIONAL HOLDINGS, LLC, a Delaware limited liability company, NIMISHILLEN & TUSCARAWAS, LLC, a Delaware limited liability company, BLISS & XXXXXXXX, LLC, a Delaware limited liability company, and CANADIAN DRAWN STEEL COMPANY, INC., a Nevada corporation Canadian corporation, as Guarantors (the "BorrowerGuarantors"), THE FROST NATIONAL BANKUNITED STATES TRUST COMPANY OF NEW YORK, a national New York banking association corporation, as Trustee (the "LenderTrustee"), and each L/C RICUNITED STATES TRUST COMPANY OF NEW YORK, in its capacity as Collateral Agent. Each L/C RIC is a party The Issuers and the Guarantors have duly authorized the execution and delivery of this Indenture to this Agreement to acknowledge and agree to its obligations pursuant to Articles IIIprovide for the issuance of the (i) 13 3/4% Senior Secured Notes due 2009, IVSeries A, and X. BACKGROUND ---------- Borrower(ii) 13 3/4% Senior Secured Notes dues 2009, each L/C RIC and Lender have previously entered into Series B, to be issued in exchange for the Credit Agreement dated as of June 2913 3/4% Senior Secured Notes due 2009, 2005 Series A (the "Securities," such agreement, together with all amendments and restatementsterm to include the Initial Securities, the "Existing Agreement")Private Exchange Securities, if any, and the Unrestricted Securities, if any, treated as a single class of securities under this Indenture) and the related Guarantees of the Guarantors. Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit The parties hereto agree as follows for the account benefit of Borrower. Borrower each other and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account equal and ratable benefit of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions Holders of this Agreement.the Securities:
Appears in 1 contract
Samples: Covenants (Rti Capital Corp)
S-1. EXHIBITS AND SCHEDULES Exhibit A Revolving Note Exhibit B Pledge Agreement - Borrower Exhibit C Pledge Agreement - Subsidiary Exhibit D Security Agreement - Borrower Exhibit E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Notice SUMMARY TERM SHEET IRC Acquisition Corporation is offering to purchase all of Final Agreement Exhibit L Subordination Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters the outstanding common stock of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is dated as of January 27Zing Technologies, 2006 (this agreement, together with all amendments Inc. for $15.36 per share in cash. Through a question and restatementsanswer format, this "Agreement")Summary Term Sheet will explain to you, among HALLMARK FINANCIAL SERVICESthe shareholders of Zing Technologies, Inc., the important terms of the proposed transaction. This explanation will assist you in deciding whether to tender your shares to IRC Acquisition Corporation. This Summary Term Sheet serves only as an introduction, and we urge you to carefully read the remainder of the Offer to Purchase and the accompanying Letter of Transmittal in order to fully educate yourself on the details of the proposed transaction. Cross-referenced text refers to sections within the Offer to Purchase, unless otherwise noted. WHO IS OFFERING TO BUY THE COMMON STOCK OF ZING TECHNOLOGIES, INC.? - Our name is IRC Acquisition Corporation. We are a New York corporation formed for the purpose of making a cash tender offer for all of the outstanding shares of common stock of Zing Technologies, Inc. ("Zing"). We are a direct, wholly-owned subsidiary of International Rectifier Corporation, a Nevada corporation Delaware corporation, whose shares are listed on the New York Stock Exchange. See "Introduction." WHAT ARE THE CLASSES AND AMOUNTS OF SECURITIES SOUGHT IN THE OFFER? HOW MUCH IS IRC ACQUISITION CORPORATION OFFERING TO PAY AND WHAT IS THE FORM OF PAYMENT? - We are offering to purchase all of the outstanding shares of common stock of Zing for $15.36 per share, net to you, in cash. See "Introduction." WHAT IS THE PURPOSE OF THE TENDER OFFER? - The purpose of the tender offer is to enable International Rectifier Corporation to acquire control of Zing. See "Introduction" and Section 11 ("Borrower"), THE FROST NATIONAL BANK, a national banking association ("Lender"), and each L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles III, IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into Purpose of the Credit Agreement dated as of June 29, 2005 (such agreement, together with all amendments and restatements, Offer; Plans for the "Existing Company; Merger Agreement; Shareholder Support Agreement; Stock Option Agreement; Confidentiality Agreement"). Borrower WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? - We are not obligated to purchase any shares that you validly tender unless the number of shares validly tendered and not withdrawn before the expiration date of the offer represents, in the aggregate, at least two-thirds of the outstanding shares of Zing. - We are also not obligated to purchase any shares which you validly tender if, among other things: - Zing and its subsidiary, Omnirel LLC, do not continue to operate their businesses according to ordinary and past practices, - there is a material adverse change in Zing, Omnirel LLC or their businesses, or - the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, has requested that Lender restate not expired or been terminated. - We are also not obligated to purchase any shares you validly tender if any other conditions as set forth in Section 14 ("Certain Conditions to the Existing Agreement Offer") and make a revolving credit facility available discussed in Section 1 ("Terms of the Offer; Expiration Date") are not satisfied or waived. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? - Our offer to Borrower and make available Letters purchase your shares expires at 12:00 midnight, New York City time, on Monday, March 6, 2000. This is called the initial expiration date. See Section 1 ("Terms of Credit for the account of BorrowerOffer; Expiration Date"). Borrower and each L/C RIC have requested that Lender restate CAN IRC ACQUISITION CORPORATION EXTEND THE OFFER PAST THIS EXPIRATION DATE AND UNDER WHAT CIRCUMSTANCES? - Yes, we can extend the Existing Agreement and make available Letters of Credit for offer past the account of Borrower and each L/C RICinitial expiration date. Lender has agreed If we choose to do so, subject you will be able to tender your shares until 12:00 midnight, New York City time, on the new expiration date. - Several terms, which were negotiated by the parties, define the circumstances in which we can extend the offer, including: - if any conditions to the terms offer have not been satisfied or waived, - for any period required by a Securities and Exchange Commission rule or regulation, or - for ten business days if all conditions are satisfied and shareholders have tendered more than 67% but less than 90% of this Agreementthe outstanding shares of common stock of Zing. - See Section 1 ("Terms of the Offer; Expiration Date").
Appears in 1 contract
Samples: Merger Agreement (International Rectifier Corp /De/)
S-1. EXHIBITS AND SCHEDULES Exhibit ANNEX A - Commitments SCHEDULE 1.01(a) - Applicable Margins Before Reset Date SCHEDULE 1.01(b) - Applicable Margins After Reset Date SCHEDULE 1.01(c) - Applicable Revolving Credit Fee Percentage SCHEDULE 1.01(d) - Guarantors SCHEDULE 3.01(b) - Amortization Schedule SCHEDULE 8.02(b) - Certain Contingent Obligations SCHEDULE 8.02(c) - Certain Financial Matters SCHEDULE 8.03 - Litigation SCHEDULE 8.09 - Tax Matters SCHEDULE 8.14 - Subsidiaries of Borrower SCHEDULE 8.20 - Certain Contracts SCHEDULE 8.21 - Labor Matters SCHEDULE 8.22(b) - Cellular License Expiration Dates as of Closing Date SCHEDULE 8.22(c) - Qualifications with Respect to Cellular Licenses SCHEDULE 9.07 - Certain Existing Liens SCHEDULE 9.08 - Certain Indebtedness to Remain Outstanding SCHEDULE 9.09 - Investments SCHEDULE 9.15 - Existing Affiliate Agreements EXHIBIT A-1 - Form of Revolving Credit Note Exhibit EXHIBIT A-2 - Form of Tranche A Term Loan Note EXHIBIT A-3 - Form of Tranche B Term Loan Note EXHIBIT A-4 - Form of Tranche C Term Loan Note EXHIBIT A-5 - Form of Swing Loan Note EXHIBIT B - Form of Intercompany Note EXHIBIT C - Form of Interest Rate Certificate EXHIBIT D-1 - Form of Security Agreement EXHIBIT D-2 - Form of Unrestricted Subsidiary Pledge Agreement EXHIBIT E-1 - Borrower Exhibit C Pledge Agreement Form of Opinion of Counsel to the Obligors EXHIBIT E-2 - Subsidiary Exhibit D Security Agreement Form of Opinion of Special FCC Counsel to the Obligors EXHIBIT F - Borrower Exhibit E Security Agreement - Subsidiary Exhibit F Guaranty Agreement Exhibit G Revolving Loan Notice Exhibit H Confirmation Agreement Exhibit I Subordination Agreement Exhibit J Compliance Certificate Exhibit K Form of Notice of Final Assignment EXHIBIT G - Form of Notice of Borrowing EXHIBIT H - Form of Notice of Conversion/Continuation EXHIBIT I - Form of Joinder Agreement Exhibit EXHIBIT J - Form of Section 5.06 Certificate for Lenders EXHIBIT K - Form of Collateral Assignment of Location Agreements EXHIBIT L Subordination - Form of Assignment Agreement I Exhibit M Subordination Agreement II Schedule 3.11 Existing Letters of Credit Schedule 8.1 Subsidiaries Schedule 8.4 Existing Litigation Schedule 8.5 Existing Debt Schedule 8.10 Licensed Jurisdictions Schedule 8.13 Plans Schedule 8.16 Environmental Matters Schedule 8.17 Existing Investments Schedule 8.19 Reinsurance Agreements Schedule 8.20 Retrocession Agreements Schedule 10.1 Notice Addresses FIRST RESTATED CREDIT AGREEMENT THIS FIRST RESTATED CREDIT AGREEMENT is dated as of January 27June 25, 2006 1998, among AMERICAN CELLULAR WIRELESS LLC (this agreementto be merged with PriCellular Wireless Corporation), together as Borrower; AMERICAN CELLULAR CORPORATION (to be merged with all amendments and restatementsinto PriCellular Corporation), this as a Guarantor; the other Guarantors party hereto; each of the lenders that is a signatory hereto identified under the caption "AgreementLENDERS" on the signature pages hereto or that, pursuant to Section 12.06(b), shall become a "Lender" hereunder (individually, a "Lender" and, collectively, the "Lenders"); TD SECURITIES (USA) INC. and MERRILL LYNCH & CO., among HALLMARK FINANCIAL SERVICESMERRILL LYNCH, PIERCE, FENNER & SMITH XXXXXXOXXXXX, as arrxxxxxx agents ("Xxxxxgexx"); TORXXXX DOMINION (TEXAS), INC., a Nevada corporation as administrative agent ("BorrowerAdministrative Agent"); MERRILL LYNCH & CO., THE FROST NATIONAL BANKMERRILL LYNCH, a national banking association PIERCE, FENNER & SMITH XXXXXXOXXXXX, as synxxxxxxxx xxxxx ("LenderXxxxicxxxxx Agexx"); and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION and NATIONSBANK, and each L/C RIC. Each L/C RIC is a party to this Agreement to acknowledge and agree to its obligations pursuant to Articles IIIN.A., IV, and X. BACKGROUND ---------- Borrower, each L/C RIC and Lender have previously entered into the Credit Agreement dated as of June 29, 2005 co-documentation agents (such agreement, together with all amendments and restatements, the "Existing AgreementCo-Documentation Agents"). Borrower has requested that Lender restate the Existing Agreement and make a revolving credit facility available to Borrower and make available Letters of Credit for the account of Borrower. Borrower and each L/C RIC have requested that Lender restate the Existing Agreement and make available Letters of Credit for the account of Borrower and each L/C RIC. Lender has agreed to do so, subject to the terms and conditions of this Agreement.The parties hereto agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Pricellular Corp)
