Common use of STATEMENT OF PURPOSE Clause in Contracts

STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21, 1995 (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:

Appears in 2 contracts

Samples: Acc Corp, Acc Corp

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STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modifiedBorrower, the "Leasehold Mortgage"). The Mortgagor Lenders and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into Administrative Agent are parties to a Credit Agreement dated as of July 21September 28, 1995 2001 (as amended by the First Amendment, dated as of March 26, 2002, as amended hereby, and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing by and among the Borrower, the Lenders, the Administrative Agent, TD Securities (USA) Inc., as Syndication Agent and Mellon Bank, N.A., as Documentation Agent pursuant to which the Lenders have extended certain credit facilities to the Borrowers; DRS Air, Inc. (now known as DRS Unmanned Technologies, Inc.), an Unrestricted Subsidiary of the Borrower, acquired assets of Meggitt Defense Systems, Inc., a Texas corporation (the "Acquisition") for Extensions a purchase price of Credit of up $750,000 pursuant to One Hundred Million Dollars ($100,000,000) the Asset Sale Purchase Agreement dated as April 4, 2002 by and the other modifications set forth thereinamong DRS Air, Inc., as Buyer, Meggitt Defense Systems, Inc., as Seller and Meggitt-USA Inc., as Parent. The Mortgagorfunding for the Acquisition (the "Acquisition Funding") was provided to DRS Air, Inc. by the Borrower or one of its Restricted Subsidiaries. DRS Data Systems, Inc., a Restricted Subsidiary of the Borrower desires to sell its remaining assets (the "Data Asset Sale") to members of its management in exchange for a promissory note (the "Seller Note") in the amount of $2,813,000 as such amount may be adjusted in accordance with the terms contained in the definitive asset sale agreement. Although the Data Asset Sale is contemplated by Section 11.5(e) of the Credit Agreement, Section 11.8 of the Credit Agreement prohibits transactions with Affiliates thereofunless prior written approval is given by the Required Lenders and Section 11.3 of the Credit Agreement prohibits the Borrower and its Restricted Subsidiaries from making the loan contemplated by the Seller Note without the consent of the Required Lenders. The Borrower has requested that the Lenders (a) waive the Default and Event of Default resulting from the breach of Section 11.3 of the Credit Agreement on account of the Acquisition Funding, (b) consent to the Borrower's sale of certain assets of DRS Data Systems, Inc. to an Affiliate of the Borrower and to the financing of the Data Asset Sale with the Seller Note, and (c) amend the Credit Agreement in certain respects as more fully described below; Subject to the terms and conditions of this Agreement, the Mortgagee Administrative Agent and the Lenders desire by this instrument are willing to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed agree to the following amendment of the Leasehold Mortgage:requested waivers, consents and amendments;

Appears in 2 contracts

Samples: Credit Agreement (Paravant Inc), Credit Agreement (Paravant Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21Borrowers, 1995 and recorded in Deed Book 8181GTS, Page 0138Wells Fargo Bank, in the Onondaga CountyNational Association, New York registry (as amendedBank Leumi UXX xxd Wells Fargo Bank, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereofNational Association, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative administrxxxxx agent, entered into a swingline lender and issuing lender, are parties to that certain Amended and Restated Credit Agreement dated as of July 21December 30, 1995 (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000)2010, as evidenced amended by that certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amendment to Amended and Restated Credit Agreement dated as of even date April 20, 2012 (as further amended, restated or otherwise modifiedso amended prior to the date hereof, the "Amended and Restated Existing Credit Agreement"). As of March 21, providing for Extensions 2014 (which date is the Closing Date) and prior to giving effect to any additional Borrowings requested by the Borrowers to be made on the Closing Date, the outstanding principal balance of the "Revolving Credit Loans" (as defined in the Existing Credit Agreement) is $10,000,000 (the "Existing Revolving Credit Loans"), the outstanding principal balance of up to One Hundred Million Dollars the "Swing Line Loans" (as defined in the Existing Credit Agreement) is $100,000,000-0- (the "Existing Swingline Loans"), the outstanding face amount of all "Letters of Credit" (as defined in the Existing Credit Agreement) is $-0- (the "Existing Letters of Credit") and the other modifications set forth thereinoutstanding principal amount of the "Term Loans" (as defined in the Existing Credit Agreement) is $62,688,888.86 (the "Existing Term Loans"). The MortgagorBorrowers and the Guarantors have requested, such Affiliates thereofand, subject to the terms and conditions hereof, the Mortgagee Administrative Agent, the Swingline Lender, the LC Issuer and the Lenders desire by this instrument have agreed, that certain amendments be made to modify the Leasehold Mortgage existing credit facilities under the Existing Credit Agreement, including but not limited to reflect an increase in the amount of certain of such credit facilities and the extension of the maturity thereof, and that the Original Existing Credit Agreement has been be amended and restated in its entirety by to provide for such Amended amended credit facilities to the Borrowers on the terms and Restated Credit Agreementconditions set forth herein. In furtherance thereofconsideration of the mutual covenants and agreements herein contained, the Mortgagor parties hereto covenant and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:agree as follows: Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 1 42575.100083 EMF_US 48981686v14

Appears in 1 contract

Samples: Credit Agreement (Alon USA Energy, Inc.)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Bridge Financing Agreement, dated as of July 21August 1, 1995 2000, as previously amended and recorded in Deed Book 8181amended and restated as of the date hereof, Page 0138as may be further amended, in amended and restated, supplemented or otherwise modified from time to time (the Onondaga County"BRIDGE AGREEMENT"), New York registry among the Company, Xxxxxx Xxxxxxx Senior Funding, Inc., as administrative agent, and the Bridge Lenders, the Bridge Lenders made certain rollover loans to the Company (the "ROLLOVER LOANS"). Pursuant to the Third Amended and Restated Credit Agreement of even date herewith (as further amended, restated restated, supplemented or otherwise modifiedmodified from time to time, the "Leasehold MortgageSENIOR CREDIT AGREEMENT"). The Mortgagor , by and certain affiliates thereofamong the Company, as borrowersGuarantor, its Subsidiaries party thereto, as Borrowers, the lenders party thereto (the "Original LendersSENIOR LENDERS"), and Wachovia Investors, Inc. (formerly known as First Union Investors, Inc.) as administrative agentagent (the "SENIOR ADMINISTRATIVE AGENT") and the other Agents party thereto, entered into a the Senior Lenders agreed to extend two additional term loan facilities (the "EXTENSIONS OF CREDIT") and certain other amendments as provided in the Senior Credit Agreement. Pursuant to the Third Amended and Restated Security Agreement dated as of July 21, 1995 the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the "Original Credit AgreementSENIOR SECURITY AGREEMENT") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates grantors party thereto granted a security interest in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates collateral referred to therein in connection with order to secure the transactions contemplated by such Original obligations under the Senior Credit Agreement. It is a condition precedent to the obligation of the Senior Lenders to make the Extensions of Credit to the Grantors and to the Bridge Lenders amending the Bridge Agreement to allow for the Extensions of Credit that the Grantors shall have executed and delivered the subordinated upstream guarantee of the Bridge Agreement, dated as of the date hereof (the "SUBORDINATED GUARANTEE"), to the Bridge Lenders. Pursuant to the Subordinated Guarantee, each Grantor has guaranteed the prompt payment and performance when due of all obligations of the Company under the Bridge Agreement and granted a subordinated security interest in the Collateral (as defined herein). The Mortgagor and certain Affiliates thereofSubordinated Guarantee shall be secured by, as Borrowersamong other things, this Bridge Security Agreement. The Grantors, the Bridge Lenders, Senior Lenders, the Senior Administrative Agent and First Unionthe Bridge Collateral Agent have entered into an Intercreditor Agreement, dated as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even the date hereof (as further amended, restated amended and restated, supplemented or otherwise modifiedmodified from time to time, the "Amended and Restated Credit AgreementINTERCREDITOR AGREEMENT"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:.

Appears in 1 contract

Samples: Bridge Security Agreement (Choice One Communications Inc)

STATEMENT OF PURPOSE. The Mortgagor executed Borrower, certain Affiliates (as defined below) of the Borrower and delivered to the Mortgagee a Leasehold Mortgage certain lenders previously entered into an Amended and Restated Credit Agreement dated as of July 21October 23, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto 1998 (the "Original Lenders1998 Credit Agreement"), as amended by (i) a First Amendment to Amended and First Union Restated Credit Agreement dated as administrative agentof December 10, entered into 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 2122, 1995 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as amendedof November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000). The Borrower, as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor Affiliates of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with Borrower party to the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such the lenders party to the Original Credit Agreement by executing an subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of even date January 12, 2001 (as further amended, restated or otherwise modifiedamended to date, the "Second Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee Borrower and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been certain lenders subsequently amended and restated in its entirety by such the Second Amended and Restated Credit Agreement. In furtherance thereofAgreement in its entirety pursuant to a Third Amended and Restated Credit Agreement dated as of July 25, 2001 (as amended to date, the Mortgagor "Existing Credit Agreement"). The Borrower and certain Lenders desire to amend and restate the Mortgagee have agreed to Existing Credit Agreement in its entirety on the following amendment of the Leasehold Mortgage:terms and conditions set forth in this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Inergy L P)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage dated as terms and provisions of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21May 30, 1995 by and among the BORROWER, the ADMINISTRATIVE AGENT, the COLLATERAL AGENT, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, as issuer of certain letters of credit, and the LENDERS, as amended by Amendment No. 1 to Credit Agreement dated August 30, 1995 (as amended"CREDIT AGREEMENT"), the LENDERS agreed to extend certain credit facilities to the BORROWER. The GUARANTORS have guaranteed the obligations of the BORROWER under the CREDIT AGREEMENT pursuant to the terms of various Guaranty And Security Agreements dated May 30, 1995 (collectively, "Original Credit AgreementGUARANTIES"). CFC ACQUISITION has been formed as a subsidiary of the BORROWER for the purpose of acquiring substantially all of the assets of CFC AVIATION SERVICES, L.P., a Delaware limited partnership and CFC AVIATION COMPANY, L.L.C., a Delaware limited liability company (collectively, "GARRET") for pursuant to the principal sum terms and provisions of up that certain Asset Purchase Agreement dated as of January 15, 1996 by and among the BORROWER, CFC ACQUISITION, GARRET, CFC AVIATION, INC., CARLISLE ENTERPRISES, L.P., FIRST CAPITAL CORPORATION OF CHICAGO and CROSS CREEK PARTNERS III ("PURCHASE AGREEMENT"). In order to Thirtyfinance the acquisition of substantially all of the assets of GARRET pursuant to the terms of the PURCHASE AGREEMENT ("ACQUISITION"), the BORROWER intends to: (a) issue and sell One Hundred Twenty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor 125,000,000.00) of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date its Senior Subordinated Debentures Due 2006 (as further amended, restated or otherwise modified, the "Amended and Restated Credit AgreementNEW SUBORDINATED DEBENTURES"), providing for Extensions ; and (b) issue and sell two hundred fifty thousand (250,000) shares of Credit its Series B Senior Cumulative Convertible Preferred Stock at a purchase price of up to One Hundred Million Dollars ($100,000,000100.00) per share all pursuant to the terms of a Stock Purchase Agreement dated as of October 4, 1995 by and among the other modifications BORROWER, NETWORK III HOLDINGS LDC, XXXXX INVESTMENT COMPANY, IRON CITY PARTNERS, INC., ARIEL FUND, LTD. and PEQUOD INVESTMENTS, L.P. ("STOCK PURCHASE AGREEMENT"). The BORROWER has requested the LENDERS' consent to (1) CFC ACQUISITION completing the ACQUISITION, (2) the BORROWER incurring the indebtedness under the NEW SUBORDINATED DEBENTURES, and (3) the BORROWER selling the preferred stock pursuant to the terms of the STOCK PURCHASE AGREEMENT. The BORROWER has also requested that the LENDERS agree to amend certain provisions of the CREDIT AGREEMENT. The LENDERS are willing to consent to the BORROWER'S requests subject and pursuant to the terms and provisions set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by in this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:AMENDMENT.

Appears in 1 contract

Samples: Credit Agreement (Unc Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Credit Agreement dated as of July 21April 30, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1997 (as supplemented by the Joinder Agreement No. 1 dated as of June 11, 1997, as supplemented by the consent and waiver letter dated November 14, 1997, and as further amended, restated restated, supplemented or otherwise modified, the "Leasehold MortgageCredit Agreement"). The Mortgagor ) by and certain affiliates thereof, as borrowersamong the Borrowers, the lenders Lenders party thereto thereto. the Administrative Agent and the Co-Agent, the Lenders agreed to extend certain loans to the Borrowers as more particularly described therein. Pursuant to the Purchase and Sale Agreement dated as of October 24, 1997 (the "Original LendersPurchase and Sale Agreement") by and among ShoLodge and certain of its Subsidiaries (the "Sellers") and Hospitality Properties Trust (the "Purchaser"), the Sellers have agreed to sell, and the Purchaser has agreed to purchase, certain properties, and the Sellers have agreed to assign, and the Purchaser has agreed to assume, certain interests under a ground lease, as more particularly described therein. Pursuant to the Agreement to Lease dated as of October 24, 1997 (the "Agreement to Lease" and together with the Purchase and Sale Agreement, the "Primary Sale-Leaseback Agreements") by and between ShoLodge and the Purchaser, HPT Suite Properties Trust, a Wholly-Owned Subsidiary of the Purchaser (the "Landlord"), has agreed to lease to Suite Tenant, Inc.. a Wholly-Owned Subsidiary of ShoLodge (the "Tenant"), and First Union the Tenant has agreed to lease from the Landlord, certain properties as administrative agentmore particularly described therein. In connection with the Primary Sale-Leaseback Agreements, entered into a Credit the following documents (substantially in the form attached as Exhibits to the Agreement to Lease) were executed: (i) the Lease Agreement dated as of July 21November 19, 1995 1997 (as amended, the "Original Credit Lease") by and between the Landlord and the Tenant, (it) the Security Agreement dated as of November 19, 1997 (the "Security Agreement") for by and between the principal sum Landlord and the Tenant, (iii) the Assignment and Security Agreement dated as of up to Thirty-Five Million Dollars November 19, 1997 ($35,000,000)the "Assignment and Security Agreement") by and between the Landlord and the Tenant, (iv) the Stock Pledge dated as evidenced of November 19, 1997 (the "Pledge") made by certain promissory notes dated such date executed by the Mortgagor and such affiliates ShoLodge in favor of the Original LendersLandlord and (v) the Limited Guaranty Agreement dated as of November 19, 1997 (the "Guaranty Agreement", and such other documents together with the Lease, the Security Agreement, the Assignment and Security Agreement, the Pledge and the Guaranty Agreement, the "Additional Sale-Leaseback Agreements") made by ShoLodge in favor of the Landlord. The Primary Sale-Leaseback Agreements and the Additional Sale-Leaseback Agreements shall be collectively referred to as may have been executed or given by Mortgagor and such affiliates in the "Sale-Leaseback Agreements". In connection with the series of transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date set forth in Sale-Leaseback Agreements (as further amended, restated or otherwise modified, the "Amended and Restated Credit AgreementSale-Leaseback Transactions"), providing ShoLodge has created the Tenant for Extensions the purpose of Credit of up to One Hundred Million Dollars ($100,000,000) leasing certain properties from the Landlord. The Borrowers have requested, and the other modifications set forth therein. The Mortgagor, such Affiliates thereofAgent, the Mortgagee Co-Agent and the Lenders desire by this instrument have agreed, to modify amend the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended to provide for, among other matters, (i) the confirmation and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereofacceptance of the Sale-Leaseback Transactions, the Mortgagor and the Mortgagee have agreed (it) certain amendments to the following amendment financial covenants provided for in Article IX of the Leasehold Mortgage:Credit Agreement and (iii) certain other amendments provided for herein, said amendment being pursuant to the terms and conditions of this First Amendment.

Appears in 1 contract

Samples: Credit Agreement (Sholodge Inc)

STATEMENT OF PURPOSE. The Mortgagor executed Borrower, certain Affiliates (as defined below) of the Borrower and delivered to the Mortgagee a Leasehold Mortgage certain lenders previously entered into an Amended and Restated Credit Agreement dated as of July 21October 23, 1995 and recorded in Deed Book 8181, Page 0138, in 1998 (the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"“1998 Credit Agreement”). The Mortgagor and certain affiliates thereof, as borrowersamended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, the lenders party thereto 1998, (the "Original Lenders")ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and First Union as administrative agent, entered into a Restated Credit Agreement dated as of July 2122, 1995 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the “Original Credit Agreement”). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the lenders party to the Original Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended, the "Original “Second Amended and Restated Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor Borrower and certain Affiliates thereof, as Borrowers, lenders subsequently amended and restated the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Second Amended and Restated Credit Agreement in its entirety pursuant to a Third Amended and Restated Credit Agreement dated as of even date July 25, 2001 (as further amended, restated or otherwise modified, the "“Third Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee Borrower and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been certain lenders subsequently amended and restated in its entirety by such the Third Amended and Restated Credit Agreement. In furtherance thereofAgreement in its entirety pursuant to at Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended to date, the Mortgagor “Existing Credit Agreement”) The Borrower and certain Lenders desire to amend and restate the Mortgagee have agreed to Existing Credit Agreement in its entirety on the following amendment of the Leasehold Mortgage:terms and conditions set forth in this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Inergy L P)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowersBorrowers, the lenders party thereto (the "Original Lenders")listed therein, First Union National Bank, as domestic agent, and First Union National Bank, as administrative multicurrency agent, entered into and SunTrust Bank, as collateral agent, are parties to a certain Fourth Amended and Restated Credit Agreement dated as of July 21January 17, 1995 2002, as amended by a certain First Amendment to Credit Agreement and Letter of Credit Agreement dated as of December 12, 2002 (as so amended, the "Original Credit AgreementEXISTING CREDIT AGREEMENT") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the LendersSubsidiary L/C Account Parties, the lenders listed therein, First Union National Bank, as domestic agent, multicurrency agent, domestic letter of credit issuer, and First Unionmulticurrency letter of credit issuer, and SunTrust Bank, as Administrative Agent, have modified such Credit Agreement by executing an collateral agent and letter of credit issuer of certain letters of credit are party to a certain Fourth Amended and Restated Letter of Credit Agreement dated as of even date January 17, 2002, as amended by a certain First Amendment to Credit Agreement and Letter of Credit Agreement dated as of December 12, 2002 (as further amendedthe "LETTER OF CREDIT AGREEMENT"). The Borrowers and the Subsidiary L/C Account Parties have requested, restated or otherwise modifiedand the Lenders, the "Amended L/C Issuers, the Co-Agents, and Restated the Collateral Agent have agreed, subject to the terms and conditions contained herein, to amend and restate the Existing Credit Agreement"), providing for Extensions Agreement and to generally amend and restate in Article IIA hereof and elsewhere herein the letter of credit facility established in the Letter of Credit Agreement (which shall be superceded by the terms hereof) so that, among other things, letters of up to One Hundred Million Dollars ($100,000,000) and credit may be issued hereunder, all outstanding letters of credit issued under the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Letter of Credit Agreement has been amended shall be governed by the terms hereof, and restated in its entirety by all reimbursement obligations with respect to such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment letters of the Leasehold Mortgage:credit will be payable as described herein.

Appears in 1 contract

Samples: Credit Agreement (Interface Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 81811260, Page 0138368, in the Onondaga Monroe County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21, 1995 (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:

Appears in 1 contract

Samples: Acc Corp

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage terms of the Credit Agreement, dated as of July 21September 11, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1998 (as amended, restated restated, supplemented or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original LendersCredit Agreement"), by and First Union as administrative agent, entered into a Credit Agreement dated as of July 21, 1995 (as amendedamong the Borrower, the "Original Lenders and the Administrative Agent, the Lenders agreed to make certain Extensions of Credit to the Borrower as more particularly described therein. In connection with the execution and delivery of the Credit Agreement") for , the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date Borrower executed by the Mortgagor and such affiliates delivered in favor of the Original Administrative Agent a Pledge Agreement, dated as of September 11, 1998 (as heretofore amended, restated, supplemented or otherwise modified, the "Existing Pledge Agreement"), pursuant to which the Borrower pledged to the Administrative Agent, for the ratable benefit of the Lenders, the Collateral to secure the Obligations (as such terms are defined in the Existing Pledge Agreement). The Borrower, the Lenders and such the Administrative Agent have agreed to execute a Second Amendment, Waiver and Agreement, dated as of June 29, 1999 (the "Second Amendment"), under the Credit Agreement to, among other documents things, amend certain provisions thereof. The Pledgors are the record and beneficial owner of (a) the shares of Pledged Stock (as may have been executed or given hereinafter defined) issued by Mortgagor certain corporations as specified on Schedule I attached hereto and such affiliates incorporated herein by reference (collectively, the "Issuers") and (b) the Partnership/LLC Interests (as hereinafter defined) in the partnerships and limited liability companies listed on Schedule I hereto (collectively, the "Partnerships/LLCs"). In connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor the Second Amendment and certain Affiliates thereofas a condition precedent thereto, as Borrowersthe Administrative Agent and the Lenders have requested that the Existing Pledge Agreement be amended and restated, and that each Pledgor execute and deliver this Pledge Agreement together with, the Pledged Stock, to the extent not previously delivered to the Administrative Agent, and the Partnership/LLC Interests to the Administrative Agent, for the ratable benefit of the Administrative Agent and the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement each of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement Pledgors has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to do so pursuant to the following amendment of the Leasehold Mortgage:terms hereof.

Appears in 1 contract

Samples: Pledge Agreement (Gt Interactive Software Corp)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Credit Agreement, dated as of July 21December 29, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 2017 (as amended, restated restated, supplemented or otherwise modifiedmodified from time to time, the "Leasehold Mortgage"“Credit Agreement”). The Mortgagor , by and certain affiliates thereof, as borrowersamong the Borrower, the lenders Lenders from time to time party thereto (and the "Original Lenders")Administrative Agent, the Lenders have agreed to make Extensions of Credit to the Borrower upon the terms and First Union as administrative agentsubject to the conditions set forth therein. Pursuant to the terms of the Subsidiary Guaranty Agreement, entered into a Credit Agreement dated as of July 21December 29, 1995 2017 (as amended, restated, supplemented or otherwise modified from time to time, the "Original Credit “Subsidiary Guaranty Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates Existing Subsidiary Guarantors in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, the Existing Subsidiary Guarantors have modified such Credit Agreement by executing an Amended guaranteed the payment and Restated Credit Agreement performance of even date the Secured Obligations. Pursuant to the terms of the Collateral Agreement, dated as of December 29, 2017 (as further amended, restated restated, supplemented or otherwise modifiedmodified from time to time, the "Amended and Restated Credit “Collateral Agreement"), providing for by and among the Borrower and the Existing Subsidiary Guarantors in favor of the Administrative Agent, the Borrower and the Existing Subsidiary Guarantors have granted a security interest in their respective Collateral to secure the Secured Obligations. The Borrower, the Existing Subsidiary Guarantors and the Additional Subsidiary Guarantors, though separate legal entities, comprise one integrated financial enterprise, and all Extensions of Credit to the Borrower will inure, directly or indirectly, to the benefit of up each Existing Subsidiary Guarantor and each Additional Subsidiary Guarantor. It is a condition precedent to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and obligation of the Lenders desire by this instrument to modify make the Leasehold Mortgage to reflect that Delayed Draw Term Loans under the Original Credit Agreement has been amended that each Additional Subsidiary Guarantor shall have executed and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed delivered this Agreement to the following amendment Administrative Agent, for the benefit of the Leasehold Mortgage:Secured Parties.

Appears in 1 contract

Samples: Joinder Agreement (American Woodmark Corp)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Lenders agreed to extend certain credit facilities to CCA pursuant to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21September 6, 1995 1996 by and among the Borrower, the Lenders and the Administrative Agent (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000)restated, as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modifiedsupplemented from time to time, the "Amended and Restated Credit Agreement"). CCA intends to enter into a series of transactions, as described below (collectively, the "Sale-Leaseback Transactions"), with CCA Prison Realty Trust, a Maryland real estate investment trust ("CCA Prison Realty Trust"), pursuant to which CCA will sell (or grant an option to purchase or a right of first refusal with respect to the purchase of) its interest in certain correctional and detention facilities and related real property (the "Facilities") to CCA Prison Realty Trust and lease such Facilities back from CCA Prison Realty Trust. CCA Prison Realty Trust intends to sell shares of its common stock in a public offering registered with the Securities and Exchange Commission (the "Offering") to finance the initial acquisition of Facilities under the Sale-Leaseback Transactions. In connection with the Sale-Leaseback Transactions, CCA and CCA Prison Realty Trust will enter into the following agreements (collectively, the "Sale-Leaseback Agreements," such definition to include any amendment or modification of any such documents to which, if such amendment or modification could reasonably be expected to be adverse to the interests of the Lenders, the Administrative Agent has consented in writing): (i) the Agreement of Sale and Purchase providing for Extensions the sale by CCA of Credit nine Facilities to CCA Prison Realty Trust (the "Agreement of up Sale and Purchase"), (ii) the Option Agreement granting CCA Prison Realty Trust the option to One Hundred Million Dollars acquire five additional Facilities ($100,000,000the "Option Facilities") from CCA on terms substantially similar to the Agreement of Sale and Purchase (the "Option Agreement"), (iii) the Right to Purchase Agreement granting CCA Prison Realty Trust the option and the right of first refusal to acquire certain other Facilities owned by CCA (the "Right to Purchase Agreement"), (iv) a Lease Agreement providing for the lease-back by CCA of each Facility sold to CCA Prison Realty Trust pursuant to the Sale-Leaseback Transactions (each, a "Lease Agreement") and (vi) a Master Agreement of Lease providing certain terms for incorporation into each such Lease Agreement (the "Master Agreement"). On April 18, 1997, the Credit Agreement was modified by execution of a letter agreement which waived certain provisions of the Credit Agreement in order to permit the Sale-Leaseback Transactions, subject to the execution of this Amendment. The Borrower has requested and the Administrative Agent and the Required Lenders have agreed (i) to certain waivers of the Credit Agreement in order to permit the closing of the Sale-Leaseback Transactions evidenced by the Sale-Leaseback Agreements and (ii) to waive and amend the Credit Agreement in certain other modifications respects, in each case on the terms and conditions set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:below.

Appears in 1 contract

Samples: Credit Agreement (Corrections Corporation of America)

STATEMENT OF PURPOSE. The Mortgagor executed Borrower, certain Affiliates (as defined below) of the Borrower and delivered to the Mortgagee a Leasehold Mortgage certain Lenders previously entered into an Amended and Restated Credit Agreement dated as of July 21October 23, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto 1998 (the "Original Lenders1998 Credit Agreement"), as amended by (i) a First Amendment to Amended and First Union Restated Credit Agreement dated as administrative agentof December 10, entered into 1998, (ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and Restated Credit Agreement dated as of July 2122, 1995 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as amendedof November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended is hereby referred to as the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000). The Borrower, as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor Affiliates of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with Borrower party to the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such the Lenders party to the Existing Credit Agreement by executing an subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of even date January 12, 2001 (as further amended, restated or otherwise modifiedamended to date, the "Amended and Restated Existing Credit Agreement"). Pursuant to the terms and conditions of a certain Consent Agreement dated as of the date hereof (the "Consent Agreement"), providing for Extensions the Administrative Agent, on behalf of Credit of up to One Hundred Million Dollars ($100,000,000) itself and the other modifications set forth thereinLenders, agreed that (i) Inergy Partners, LLC, a Delaware limited liability company ("Inergy Partners"), (ii) Xxxxxx Oil Company of Xxxxxxxx County, Inc., a North Carolina corporation ("Xxxxxx Oil"), and (iii) Rolesville Gas and Oil Company, Inc., a North Carolina corporation ("Rolesville"), are no longer required to be parties to the Existing Credit Agreement. The Mortgagor, such Affiliates thereof, Borrower and certain Lenders party to the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Existing Credit Agreement has been amended desire to amend and restated restate the Existing Credit Agreement in its entirety by such Amended on the terms and Restated Credit conditions set forth in this Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment as of the Leasehold Mortgage:Effective Date.

Appears in 1 contract

Samples: Credit Agreement (Inergy L P)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered A credit facility was extended to the Mortgagee a Leasehold Mortgage dated as Borrowers pursuant to the terms and conditions of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and that certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21, 1995 (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement", dated as of October 19, 2011 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), providing for Extensions by and among the Borrowers, the Persons party thereto from time to time as Guarantors (as defined in the Existing Credit Agreement), the financial institutions party thereto from time to time as Lenders (as defined in the Existing Credit Agreement), and Xxxxx Fargo Capital Finance, LLC (as successor-by-merger to Wachovia Capital Finance Corporation (Central)), as the administrative agent. In connection with the Existing Credit Agreement, the Borrowers and the Guarantors executed and delivered the Security Documents (as defined in the Existing Credit Agreement) in favor of the Administrative Agent to secure the payment and performance of the Obligations (as defined in the Existing Credit of up Agreement). The Borrowers have requested that the Existing Credit Agreement be amended, modified and restated, pursuant to One Hundred Million Dollars the terms and conditions set forth herein. Each Credit Party ($100,000,000as defined herein) acknowledges and agrees that the security interests and Liens (as defined in the Existing Credit Agreement) granted to the Administrative Agent pursuant to the Existing Credit Agreement and the other modifications set forth thereinSecurity Documents (as defined in the Existing Credit Agreement), shall remain outstanding and in full force and effect, without interruption or impairment of any kind, in accordance with the Existing Credit Agreement and shall continue to secure the Obligations (as defined herein), except as such security interest and Liens (as defined in the Existing Credit Agreement) are amended, restated or modified in this Agreement and the related Security Documents (as defined herein). Each Credit Party acknowledges and agrees that (a) the Obligations (as defined herein) represent, among other things, the amendment, restatement, renewal, extension, consolidation and modification of the Obligations (as defined in the Existing Credit Agreement) arising in connection with the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith; (b) the Borrower Parties intend that the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith and the collateral pledge thereunder shall secure, without interruption or impairment of any kind, all existing Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, as they may be amended, restated, renewed, extended, consolidated and modified hereunder, together with all other obligations hereunder; (c) all Liens (as defined in the Existing Credit Agreement) evidenced by the Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith are hereby ratified, confirmed and continued, except as such Liens are amended, restated or modified in this Agreement and the related Security Documents (as defined herein); and (d) the Loan Documents (as defined herein) are intended to restate, renew, extend, consolidate, amend and modify the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith. The Mortgagor, such Affiliates thereof, Borrower intends that (a) the Mortgagee provisions of the Existing Credit Agreement and the Lenders desire by this instrument other Loan Documents (as defined in the Existing Credit Agreement) executed in connection therewith, to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been extent restated, renewed, extended, consolidated, amended and restated modified hereby and by the other Loan Documents (as defined herein), be hereby superseded and replaced by the provisions hereof and of the other Loan Documents (as defined herein); and (b) by entering into and performing its obligations hereunder, this contract shall not constitute a novation of the Obligations (as defined in its entirety by such Amended and Restated the Existing Credit Agreement. In furtherance thereof) under the Existing Credit Agreement, the Mortgagor and the Mortgagee have agreed to the following amendment which remain outstanding or evidence repayment of any of the Leasehold Mortgage:Obligations.

Appears in 1 contract

Samples: Credit Agreement (La-Z-Boy Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Security Agreement, dated as of July 21October 14, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1998 (as previously amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original LendersINITIAL SECURITY AGREEMENT"), the Company and the Grantors party thereto granted a security interest in the collateral referred to therein in order to secure the obligations under the Initial Credit Agreement. Pursuant to the First Union as administrative agentAmended and Restated Credit Agreement, the Grantors entered into a Credit an Amended and Restated Security Agreement dated as of July 21November 3, 1995 1999 (the "FIRST AMENDED AND RESTATED SECURITY AGREEMENT"), whereby the parties thereto agreed to modify the Initial Security Agreement in certain respects as amendedreflected therein. Pursuant to the Second Amended and Restated Credit Agreement, the Grantors entered into a Second Amended and Restated Security Agreement dated as of August 1, 2000 (the "Original Credit AgreementSECOND AMENDED AND RESTATED SECURITY AGREEMENT") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), whereby the parties thereto agreed to modify the First Amended and Restated Security Agreement in certain respects as evidenced by certain promissory notes dated such date executed by reflected therein. Pursuant to the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Third Amended and Restated Credit Agreement of even date herewith (as further amended, restated restated, supplemented or otherwise modified, the "CREDIT AGREEMENT"), by and among the Company, as Guarantor, its Subsidiaries party thereto, as Borrowers, the Lenders, the Administrative Agent and the other Agents party thereto, the Lenders agreed to modify the Second Amended and Restated Credit Agreement as more specifically described in the Credit Agreement. The Credit Facilities described in the Credit Agreement represent a continuation of the existing credit facilities provided to the Borrowers pursuant to the Initial Credit Agreement, the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement"), providing for Extensions subject to the addition of Credit of up to One Hundred Million Dollars ($100,000,000) two term loan facilities and certain other amendments as provided in the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:.

Appears in 1 contract

Samples: Security Agreement (Choice One Communications Inc)

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STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage dated as terms of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21September 29, 1995 2000 (as amended by the First Amendment and Consent Agreement dated as of September 20, 2001, the Second Amendment dated as of March 1, 2002, the Third Amendment dated as of the date hereof (the "Third Amendment") and as may be further amended, restated, supplemented or otherwise modified from time to time, the "Original Credit Agreement") for ), by and among LECG, LLC, a California limited liability company (the principal sum of up to Thirty-Five Million Dollars "Borrower"), LECG Holding Company, LLC, a California limited liability company ($35,000,000the "Company"), Wachovia Bank, National Association (formerly known as First Union National Bank), as evidenced by Administrative Agent (the "Administrative Agent"), for the ratable benefit of itself and the financial institutions (the "Lenders") from time to time parties to the Credit Agreement and U.S. Bank National Association, as Documentation Agent, the Lenders have extended certain promissory notes credit facilities to the Borrower as more specifically described in the Credit Agreement. In addition, TCEP, as an inducement to the Lenders, has entered into that certain Guaranty Agreement dated such date executed by as of June 12, 2002 (the Mortgagor and such affiliates "TCEP Guaranty") in favor of the Original LendersAdministrative Agent, for the ratable benefit of itself and the Lenders guaranteeing repayment of certain Loans made by the Lenders to the Borrower. The Borrower is a wholly-owned subsidiary of the Company. The Guarantor owns a substantial share of the outstanding member interests in the Company, and such other documents as may have been executed all Extensions of Credit under the Credit Agreement to the Borrower and the benefit provided by the TCEP Guaranty will inure, directly or given by Mortgagor and such affiliates in indirectly, to the benefit of the Guarantor. In connection with the transactions contemplated by such Original Credit the Third Amendment and a letter agreement dated June 12, 2002 between the Guarantor and TCEP (the "Letter Agreement. The Mortgagor ") and certain Affiliates thereofas a condition precedent to the transactions contemplated by the Letter Agreement, as Borrowers, TCEP has requested that the LendersGuarantor execute and deliver this Guaranty, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement Guarantor has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to do so pursuant to the following amendment of the Leasehold Mortgage:terms hereof.

Appears in 1 contract

Samples: Guaranty Agreement (Lecg Corp)

STATEMENT OF PURPOSE. The Mortgagor executed Borrower, certain Affiliates (as defined below) of the Borrower and delivered to the Mortgagee a Leasehold Mortgage certain lenders previously entered into an Amended and Restated Credit Agreement dated as of July 21October 23, 1995 and recorded in Deed Book 8181, Page 0138, in 1998 (the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"“1998 Credit Agreement”). The Mortgagor and certain affiliates thereof, as borrowersamended by (i) a First Amendment to Amended and Restated Credit Agreement dated as of December 10, the lenders party thereto 1998, (the "Original Lenders")ii) a Second Amendment to Amended and Restated Credit Agreement dated as of February 10, 1999, (iii) a Third Amendment to Amended and First Union as administrative agent, entered into a Restated Credit Agreement dated as of July 2122, 1995 1999, (iv) a Fourth Amendment to Amended and Restated Credit Agreement dated as of November 15, 1999, and (v) a Fifth Amendment to Amended and Restated Credit Agreement dated as of May 30, 2000 (the 1998 Credit Agreement, as so amended and restated is hereby referred to as the “Original Credit Agreement”). The Borrower, certain Affiliates of the Borrower party to the Original Credit Agreement, and the lenders party to the Original Credit Agreement subsequently amended and restated the Original Credit Agreement in its entirety pursuant to a Second Amended and Restated Credit Agreement dated as of January 12, 2001 (as amended, the "Original “Second Amended and Restated Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor Borrower and certain Affiliates thereof, as Borrowers, lenders subsequently amended and restated the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Second Amended and Restated Credit Agreement in its entirety pursuant to a Third Amended and Restated Credit Agreement dated as of even date July 25, 2001 (as further amended, restated or otherwise modified, the "“Third Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee Borrower and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been certain lenders subsequently amended and restated the Third Amended and Restated Credit Agreement in its entirety by such pursuant to a Fourth Amended and Restated Credit Agreement dated as of December 20, 2001 (as amended, the “Fourth Amended and Restated Credit Agreement”). In furtherance thereofThe Borrower and certain lenders subsequently amended and restated the Fourth Amended and Restated Credit Agreement in its entirety pursuant to a Fifth Amended and Restated Credit Agreement dated as of July 30, 2003 (as amended to date, the Mortgagor “Existing Credit Agreement”). The Borrower, the Administrative Agent and certain Lenders desire to amend and restate the Mortgagee have agreed to Existing Credit Agreement in its entirety on the following amendment of the Leasehold Mortgage:terms and conditions set forth in this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Inergy L P)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Pledge Agreement dated as of July 21October 14, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1998 (as previously amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original LendersINITIAL PLEDGE AGREEMENT"), the Company, the Pledgors and the Issuers party thereto granted a security interest in the collateral referred to therein in order to secure the obligations under the Initial Credit Agreement. Pursuant to the First Union as administrative agentAmended and Restated Credit Agreement, the Pledgors and the Issuers party thereto entered into a Credit the Amended and Restated Pledge Agreement dated as of July 21November 3, 1995 1999 (the "FIRST AMENDED AND RESTATED PLEDGE AGREEMENT"), whereby the parties thereto agreed to modify the Initial Pledge Agreement in certain respects as amendedreflected in therein. Pursuant to the Second Amended and Restated Credit Agreement, the Pledgors and the Issuers party thereto entered into the Second Amended and Restated Pledge Agreement dated as of August 1, 2000 (the "Original Credit AgreementSECOND AMENDED AND RESTATED PLEDGE AGREEMENT") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), whereby the parties thereto agreed to modify the First Amended and Restated Pledge Agreement in certain respects as evidenced by certain promissory notes dated such date executed by reflected in therein. Pursuant to the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Third Amended and Restated Credit Agreement of even date herewith (as further amended, restated amended and restated, supplemented or otherwise modifiedmodified from time to time, the "CREDIT AGREEMENT"), by and among Choice One Communications Inc., as Guarantor, its Subsidiaries party thereto, as Borrowers, the Lenders, the Administrative Agent and the other Agents party thereto, the Lenders agreed to modify the Second Amended and Restated Credit Agreement as more specifically described in the Credit Agreement. The Credit Facilities described in the Credit Agreement represent a continuation of the existing credit facilities provided to the Borrowers pursuant to the Initial Credit Agreement, the First Amended and Restated Credit Agreement and the Second Amended and Restated Credit Agreement"), providing for Extensions subject to the addition of two term loan facilities and certain other amendments as provided in the Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth thereinAgreement. The MortgagorCredit Facilities have been and continue to be secured by, such Affiliates thereofamong other things, the Mortgagee Initial Pledge Agreement, as amended and restated by the First Amended and Restated Pledge Agreement and as further amended and restated by the Second Amended and Restated Pledge Agreement. The Pledgors, the Administrative Agent and the Lenders desire by this instrument have determined to modify the Leasehold Mortgage Second Amended and Restated Pledge Agreement in certain respects, and for ease of reference have elected to reflect that incorporate such modifications in this Pledge Agreement which is an amendment and restatement of such Second Amended and Restated Pledge Agreement. This Pledge Agreement continues the Original Credit pledge and grant of security interests under the Initial Pledge Agreement has been as reaffirmed by the First Amended and Restated Pledge Agreement and by the Second Amended and Restated Pledge Agreement, pursuant to the terms amended and restated in its entirety certain respects as set forth below. The Pledgors are the legal and beneficial owners of (a) the shares of Pledged Stock (as hereinafter defined), (b) the Pledged Debt (as hereinafter defined) and (c) the Partnership/LLC Interests (as hereinafter defined), in each case issued by such Amended and Restated Credit Agreement. In furtherance thereofthe issuers (the "ISSUERS"), the Mortgagor and the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:as specified on SCHEDULE 1 hereto.

Appears in 1 contract

Samples: Pledge Agreement (Choice One Communications Inc)

STATEMENT OF PURPOSE. The Mortgagor executed Guarantor, the Borrowers, certain financial institutions (the "Prior Lenders") and delivered the Administrative Agent are party to the Mortgagee a Leasehold Mortgage that certain Credit Agreement dated as of July 21December 22, 1995 1998 (as amended, restated or otherwise modified prior to the date hereof the "Original Credit Agreement") under the terms of which the Prior Lenders provided the Borrowers with a secured $50,000,000 revolving credit facility. The Borrowers' obligations under the Original Credit Agreement are unconditionally guaranteed by the Guarantor and recorded in Deed Book 8181secured by Liens granted and assignments made to the Administrative Agent by the Borrowers and the Guarantor, Page 0138for the ratable benefit of itself and the Prior Lenders, in each case pursuant to the Onondaga CountySecurity Documents (as defined in the Original Credit Agreement). The Guarantor, New York registry the Borrowers, the Lenders (including certain Prior Lenders) and the Administrative Agent now desire to amend and restate the provisions of the Original Credit Agreement pursuant to the Amended and Restated Credit Agreement of even date herewith (as amended, restated or otherwise modified, the "Leasehold MortgageCredit Agreement"). The Mortgagor ) by and certain affiliates thereof, as borrowersamong the Guarantor, the lenders party thereto (Borrower, the "Original Lenders"), Lenders and First Union as administrative agent, entered into the Administrative Agent. Certain of the Security Documents are being amended and restated pursuant to the terms of a Credit Collateral Agreement dated as of July 21the date hereof among Borrowers, 1995 Guarantor and the Administrative Agent. The Borrowers and the Guarantor have entered into the agreements listed on Schedule 1 hereto (as amended, the "Original Credit AgreementReaffirmed Documents") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor . Copies of the Original Lenders, and such other documents agreements listed on Schedule 1 are attached hereto as may have been executed or given by Mortgagor and such affiliates in Exhibit A. In connection with the transactions contemplated by such Original the Credit Agreement. The Mortgagor Agreement and certain Affiliates thereof, as Borrowersa condition precedent thereto, the Lenders, and First Union, as Administrative Agent, Lenders have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, requested that the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) Borrowers and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee Guarantor execute and deliver this Reaffirmation and the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor Borrowers and the Mortgagee Guarantor have agreed to execute and deliver this Reaffirmation pursuant to the following amendment of the Leasehold Mortgage:terms hereof.

Appears in 1 contract

Samples: Knology Inc

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Credit Agreement dated as of July 2131, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1998 (as amended and restated by the Amended and Restated Credit Agreement dated as of June 23, 1999 and as further amended, restated restated, supplemented or otherwise modifiedmodified as of the date hereof, the "Leasehold MortgageExisting Credit Agreement"). The Mortgagor , by and among the Company and certain affiliates thereofof its Subsidiaries, as borrowers, the lenders party thereto (and the "Original Lenders")Administrative Agent, the lenders party thereto extended certain credit facilities to the Company and First Union as administrative agentsuch Subsidiaries. Pursuant to the terms of the Existing Credit Agreement, the Company and certain of its Subsidiaries entered into a Pledge Agreement dated as of July 31, 1998 (as amended by the Amended and Restated Credit Agreement dated as of July 21June 23, 1995 (1999 and as further amended, restated, supplemented or otherwise modified as of the date hereof, the "Original Credit Existing Pledge Agreement") for pursuant to which the principal sum Company and certain of up its Subsidiaries granted to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates Administrative Agent a security interest in favor the collateral described therein to secure the obligations of the Original Lenders, Company and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with certain of its Subsidiaries under the transactions contemplated by such Original Existing Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, Pursuant to the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an terms of the Second Amended and Restated Credit Agreement dated as of even the date hereof (as further amended, restated restated, supplemented or otherwise modifiedmodified from time to time, the "Amended and Restated Credit Agreement")) by and among the Pledgors, providing for the Issuers, the Partership/LLCs, the Lenders and the Administrative Agent, such parties have amended and restated their respective rights and obligations under the Existing Credit Agreement. To induce the Lenders and the Administrative Agent to amend and restate the Existing Credit Agreement, and as a condition to the making of any Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and under the other modifications set forth therein. The Mortgagor, such Affiliates thereofCredit Agreement, the Mortgagee Administrative Agent and the Lenders desire by this instrument to modify have required the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereofPledgors, the Mortgagor Issuers and the Mortgagee have agreed Partnership/LLCs, and the Pledgors, the Issuers and the Partnership/LLCs desire, to (i) amend and restate the Existing Pledge Agreement and (ii) deliver the Pledged Stock and grant a security interest therein and in the Partnership/LLC Interests to the following amendment Administrative Agent, for the ratable benefit of itself and the Leasehold Mortgage:Lenders. The Pledgors are the legal and beneficial owners of (a) the shares of Pledged Stock (as hereinafter defined) issued by certain corporations (collectively, the "Issuers") as specified on Schedule I hereto and incorporated herein by reference (as such schedule may be amended, restated, supplemented or modified from time to time) and (b) the Partnership/LLC Interests (as hereinafter defined) in the partnerships and limited liability companies (collectively, the "Partnerships/LLCs") listed on Schedule I hereto and incorporated herein by reference (as such schedule may be amended, restated, supplemented or modified from time to time).

Appears in 1 contract

Samples: Pledge Agreement (Global Imaging Systems Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered to the Mortgagee a Leasehold Mortgage dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modifiedBorrower, the "Leasehold Mortgage"). The Mortgagor banks and certain affiliates thereof, as borrowers, the lenders other financial institutions party thereto (the "Original Lenders"), ”) and First Union as administrative agent, entered into a the Administrative Agent are parties to that certain Credit Agreement dated as of July 21November 10, 1995 2011 (as amended, the "Original supplemented by that certain Consent and Waiver No. 1 to Credit Agreement") for the principal sum , dated as of up to Thirty-Five Million Dollars May 9, 2012 ($35,000,000), as evidenced by certain promissory notes dated such date executed amended by the Mortgagor First Amendment to Consent and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Waiver No. 1 to Credit Agreement, dated as of August 9, 2012) and by the certain Consent and Waiver No. The Mortgagor 2 to Credit Agreement, dated as of August 29, 2012 and as amended and supplemented by the First Amendment and Consent and Waiver No. 3 to Credit Agreement dated as of September 11, 2012, that certain Affiliates thereofSecond Amendment to Credit Agreement dated as of December 20, as Borrowers, the Lenders, 2012 and that certain Third Amendment to Credit Agreement and First UnionAmendment to Subsidiary Guaranty Agreement dated as of March 4, as Administrative Agent, have modified such Credit Agreement by executing an Amended 2013 and Restated Credit Agreement of even date (as further amended, restated restated, supplemented or otherwise modifiedmodified from time to time, the "Amended and Restated Credit Agreement"”). The Borrower has informed the Administrative Agent that it intends to consummate the Online Resources Acquisition and acquire the Online Resources Acquired Business pursuant to (a) the purchase by Online Resources AcquisitionCo of all of Online Resources’ Series A-1 convertible preferred stock (collectively, the “Online Resources Preferred Shares”) from the holders thereof at a cash price equal to the “Series A-1 Preference Amount” (as defined in the Certificate of Designations, Powers, Preferences and Rights for the Online Resources Preferred Shares filed with the Delaware Secretary of State on July 3, 2006) immediately following the purchase of Online Resources Shares tendered to, and accepted by, Online Resources AcquisitionCo pursuant to the Online Resources Tender Offer on the Online Resources Tender Offer Closing Date (as defined below) pursuant to the Online Resources Shareholder Agreement and (b) the Online Resources Tender Offer. If the Online Resources Tender Offer Closing Date occurs, as soon as practicable thereafter, the Borrower intends to consummate the Online Resources Merger pursuant to the Online Resources Acquisition Agreement. In order to finance the consideration for the Online Resources Acquisition, including, without limitation, the purchase of the Online Resources Preferred Shares (such consideration, the “Online Resources Acquisition Consideration”), providing for Extensions of Credit of up to One Hundred Million Dollars which consideration shall not exceed $275,000,000 ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereofamount, the Mortgagee and “Online Resources Maximum Consideration”), the Lenders desire by this instrument to modify the Leasehold Mortgage to reflect Borrower has requested that the Original Credit Agreement has been amended 2013 Incremental Term Lenders make an Incremental Term Loan in an aggregate principal amount of $300,000,000 (the “2013 Incremental Term Loan”) in accordance with the terms and restated in its entirety by such Amended and Restated conditions of Section 2.8 of the Credit Agreement. In furtherance thereofSubject to the terms and conditions of this Agreement, the Mortgagor and 2013 Incremental Term Lenders are willing to make the Mortgagee have agreed to the following amendment of the Leasehold Mortgage:2013 Incremental Term Loan.

Appears in 1 contract

Samples: Incremental Term Loan Agreement (Aci Worldwide, Inc.)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage dated as terms and provisions of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry (as amended, restated or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Amended And Restated Credit Agreement dated as of July 21May 22, 1995 (as amended1996 by and among the BORROWER, the ADMINISTRATIVE AGENT, the COLLATERAL AGENT, the ISSUING BANK and the LENDERS, as amended by the Amendment No. 1 To Amended And Restated Credit Agreement dated October 2, 1996 ("Original Credit AgreementCREDIT AGREEMENT") for ), the LENDERS have extended certain credit facilities to the BORROWER in the maximum principal sum amount of up to Thirty-Five One Hundred Ten Million Dollars ($35,000,000110,000,000.00) ("CREDIT FACILITY"), as . The BORROWER from time to time makes advances and other credit accommodations to each of the GUARANTORS with proceeds of the CREDIT FACILITY and such advances and credit accommodations to each GUARANTOR are evidenced by certain a secured promissory note from each such GUARANTOR to the order of the BORROWER which has been assigned by the BORROWER to the COLLATERAL AGENT (all of such secured promissory notes are collectively herein referred to as the "GUARANTOR NOTES"). The BORROWER'S obligations under the CREDIT FACILITY are secured by, among other things, the security interests and liens granted by the BORROWER to the COLLATERAL AGENT, pursuant to the terms of the Security Agremeent dated such date May 22, 1996 executed by the Mortgagor and such affiliates in favor BORROWER ("SECURITY AGREEMENT"). The GUARANTORS have guaranteed the obligations of the Original LendersBORROWER under the CREDIT FACILITY pursuant to the terms of various Guaranty And Security Agreements (individually "GUARANTY" and collectively, and such other documents as may have been executed or given by Mortgagor and such affiliates in connection with the transactions contemplated by such Original Credit Agreement"GUARANTIES"). The Mortgagor and certain Affiliates thereof, as Borrowers, BORROWER has requested that the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement LENDER increase the maximum principal amount of even date (as further amended, restated or otherwise modified, the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to CREDIT FACILITY from One Hundred Ten Million Dollars ($100,000,000110,000,000.00) and the other modifications set forth thereinto One Hundred Twelve Million Dollars ($112,000,000.00). The Mortgagor, such Affiliates thereof, LENDERS are willing to increase the Mortgagee and maximum principal amount of the Lenders desire CREDIT FACILITY as requested by this instrument to modify the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed BORROWER pursuant to the following amendment terms and provisions of the Leasehold Mortgage:this AMENDMENT.

Appears in 1 contract

Samples: Credit Agreement (Unc Inc)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Reference is hereby made to (i) the Mortgagee a Leasehold Mortgage Credit Agreement, dated as of July 21, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry even date herewith (as amended, restated restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among Holdings, the Borrowers, the Administrative Agent, the banks and other financial institutions who are or may become party thereto (the “Lenders”), CoBank, ACB, as Syndication Agent, General Electric Capital Corporation, as Co-Documentation Agent, The Royal Bank of Scotland plc, as Co-Documentation Agent and Wachovia Capital Markets, LLC, as sole lead arranger and sole bookrunner, and (ii) the Guaranty Agreement, dated as of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty Agreement”) made by Holdings and certain of its Subsidiaries (collectively, the “Guarantors”) in favor of the Administrative Agent. Reference is hereby made to the Indenture, dated as of April 14, 2004 (as amended, restated, supplemented or otherwise modified, the "Leasehold Mortgage"). The Mortgagor and certain affiliates thereof, as borrowers, the lenders party thereto (the "Original Lenders"“Indenture”), and First Union as administrative agent, entered into a Credit Agreement dated as of July 21, 1995 between Holdings (as amendedsuccessor to all of the rights and obligations of Consolidated Communications Illinois Holdings, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000Inc., Consolidated Communications Texas Holdings, Inc. and Homebase Acquisition LLC), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lendersissuer, and such other documents Wxxxx Fargo Bank, N.A., as may have been executed or given by Mortgagor and such affiliates in connection with trustee (the transactions contemplated by such Original “Indenture Trustee”). Pursuant to the Credit Agreement. The Mortgagor and certain Affiliates thereof, as Borrowers, the Lenders, Lenders have agreed to make their respective extensions of credit to the Borrowers upon the terms and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, subject to the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications conditions set forth therein. The Mortgagor, such Affiliates thereofPursuant to the Guaranty Agreement, the Mortgagee Guarantors have guaranteed payment and performance of the Credit Agreement Obligations (as defined below) of the Borrowers upon the terms and subject to the conditions set forth therein. Pursuant to the Indenture, Holdings and its Restricted Subsidiaries (as defined in the Indenture) may not secure the Credit Agreement Obligations of the Grantors unless Holdings shall have made effective provision to secure the Indenture Obligations (as defined below) of Holdings on an equal and ratable basis with the Credit Agreement Obligations for so long as the Credit Agreement Obligations shall be secured. It is a condition precedent to the obligation of the Lenders desire by this instrument to modify make their respective extensions of credit to the Leasehold Mortgage to reflect Borrowers under the Credit Agreement that the Original Credit Grantors shall have executed and delivered this Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment Administrative Agent, for the ratable benefit of the Leasehold Mortgage:Secured Parties.

Appears in 1 contract

Samples: Collateral Agreement (Consolidated Communications Holdings, Inc.)

STATEMENT OF PURPOSE. The Mortgagor executed KO Sub and delivered CCBCC Sub are equal partners in the Partnership and are parties to the Mortgagee a Leasehold Mortgage that certain Partnership Agreement, dated as of July 212, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1993 (as amendedamended by that certain First Amendment, restated or otherwise modifieddated August 5, 1993, and by that certain Second Amendment, dated August 12, 1993, the "Leasehold MortgagePartnership Agreement"). The Mortgagor CCBCC serves as the manager of the day-to-day operation of the business of the Partnership pursuant to the terms and conditions of that certain affiliates thereofManagement Agreement, as borrowers, the lenders party thereto (the "Original Lenders"), and First Union as administrative agent, entered into a Credit Agreement dated as of July 212, 1995 1993, by and among CCBCC, the Partnership, CCBC Wilmington, KO Sub and CCBCC Sub (as amendedamended by that certain First Amendment, dated as of January 1, 2001, the "Original Credit Management Agreement") for ). Simultaneously with the principal sum execution and delivery of up to Thirty-Five Million Dollars the Partnership Agreement and the Management Agreement, the Partnership, CCBC Wilmington, CCBCC, CCBCC Sub, KO and KO Sub entered into that certain Definition and Adjustment Agreement, dated as of July 2, 1993 ($35,000,000the "DAA Agreement"), as evidenced by which contains certain promissory notes dated such date executed by defined terms used in the Mortgagor Partnership Agreement and such affiliates in favor of the Original Lenders, Management Agreement and such other documents as may have been executed or given by Mortgagor and such affiliates provided for certain adjustments that were made in connection with the transactions contemplated by such Original Credit initial capitalization of the Partnership. Pursuant to that certain Securities Purchase Agreement. The Mortgagor and certain Affiliates thereof, dated as Borrowers, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date herewith, between CCBCC Sub and KO Sub, CCBCC Sub will purchase from KO Sub, and KO Sub will sell to CCBCC Sub, a 4.651% interest in the capital, profits and losses of the Partnership, including, without limitation, 9.302% of KO Sub's Capital Account, KO Sub's rights to allocations of net profit and net loss and distributions of cash flow and capital items of the Partnership (as further amended, restated or otherwise modified, the "Amended and Restated Credit AgreementPurchase Transaction"), providing for Extensions such that immediately after the consummation of Credit the Purchase Transaction, CCBCC Sub and KO Sub will have a 54.651% and 45.349% respective interest in the capital, profits and losses of up the Partnership. In connection with the Purchase Transaction, the parties hereto desire to One Hundred Million Dollars ($100,000,000) consent to the Purchase Transaction and to amend the Partnership Agreement, the Management Agreement and the DAA Agreement to, among other modifications set forth things, (a) update certain addresses contained therein. The Mortgagor, such Affiliates thereof(b) adjust the relative ownership percentages of the Partners to give effect to the Purchase Transaction as more fully described herein, (c) revise the Mortgagee and liquidation mechanics upon dissolution of the Lenders desire by this instrument to modify the Leasehold Mortgage Partnership to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreement. In furtherance thereof, the Mortgagor and the Mortgagee have agreed to the following amendment current intention of the Leasehold Mortgage:the

Appears in 1 contract

Samples: Partnership Agreement (Coca Cola Co)

STATEMENT OF PURPOSE. The Mortgagor executed and delivered Pursuant to the Mortgagee a Leasehold Mortgage Amended and Restated Credit Agreement dated as of July 21March 16, 1995 and recorded in Deed Book 8181, Page 0138, in the Onondaga County, New York registry 1998 (as amended by First Amendment dated as of June 30, 1998 and as further amended, restated restated, supplemented or otherwise modified, the "Leasehold MortgageCredit Agreement"). The Mortgagor ) by and certain affiliates thereof, as borrowersamong the Borrower, the lenders Lenders party thereto (the "Original Lenders") and the Agent, the Lenders agreed to make certain Extensions of Credit to the Borrower. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Credit Agreement. This Agreement shall be deemed to be one of the Loan Documents under and pursuant to the Credit Agreement. Pursuant to a letter from the Agent and the Lenders to the Borrower dated as of February 11, 2000 (the "Waiver Letter"), the Agent and First Union as administrative agentthe Lenders waived provisionally for a specified period ending March 14, entered into a 2000 (the "Waiver Period") the Defaults or Events of Default which resulted, absent such waiver, solely from the non-compliance with (i) Section 9.1 (Total Debt Leverage Ratio), Section 9.2 (Total Debt to Total Capitalization) and Section 9.3 (Fixed Charge Coverage Ratio) of the Credit Agreement, and (ii) the representations and warranties contained in Section 6.1(p) (No Material Adverse Change) of the Credit Agreement dated as of July 21they relate to charges taken in the second fiscal quarter ended December 31, 1995 (as amended, the "Original Credit Agreement") for the principal sum of up to Thirty-Five Million Dollars ($35,000,000), as evidenced by certain promissory notes dated such date executed by the Mortgagor and such affiliates in favor of the Original Lenders, and such other documents as may have been executed or given by Mortgagor and such affiliates 1999 in connection with the transactions contemplated restructuring program announced by such Original the Borrower pursuant to a news release dated January 27, 2000 (collectively, the "Acknowledged Defaults"). The Waiver Letter shall be deemed to be one of the Loan Documents under and pursuant to the Credit Agreement. The Mortgagor and certain Affiliates thereof, as BorrowersPursuant to the terms of the Waiver Letter, the Lenders, and First Union, as Administrative Agent, have modified such Credit Agreement by executing an Amended and Restated Credit Agreement of even date (as further amended, restated or otherwise modified, Borrower agreed to enter into good faith negotiations with the "Amended and Restated Credit Agreement"), providing for Extensions of Credit of up to One Hundred Million Dollars ($100,000,000) and the other modifications set forth therein. The Mortgagor, such Affiliates thereof, the Mortgagee Agent and the Lenders desire by this instrument to modify amend the Leasehold Mortgage to reflect that the Original Credit Agreement has been amended and restated in its entirety by such Amended and Restated Credit Agreementon or before March 14, 2000 (the "Waiver Termination Date"). In furtherance thereofThe Borrower, the Mortgagor Agent and the Mortgagee Lenders are continuing to negotiate but have agreed not yet reached an agreement on the terms of such amendment, and the Borrower, as a result, has requested an additional period of time in which to the following amendment of the Leasehold Mortgage:continue such negotiations.

Appears in 1 contract

Samples: Waiver and Standstill Agreement (Rural Metro Corp /De/)

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