thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.
Appears in 2 contracts
Sources: Credit Agreement (Cactus, Inc.), Credit Agreement (Cactus, Inc.)
thereof. The Borrower hereby waives diligenceEach of the Incremental Term Loan Lenders, presentmentthe Borrower, demandHoldings, protest the MLP and all other notices the Administrative Agent acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement shall be designated as the “Term B-3-C Loans” and shall constitute an increase in the Term B-3 Loans outstanding prior to the date hereof (the “Existing Term Loans”) and the Existing Term Loans and the Incremental Term Loans will collectively comprise a single Tranche of any kindTerm B-3 Loans. The nonexercise by Incremental Term Loans shall have terms and provisions identical to the holder hereof of any of its rights hereunder in any particular instance shall not Existing Term Loans and will constitute a waiver thereof in that or any subsequent instanceTerm Loans and Term B-3 Loans for all purposes under the Credit Agreement. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon Each Incremental Term Loan Lender and the respective dates thereof Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such fees, if any, as are specified in Annex I attached hereto, which fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (a) endorsed by the holder hereof as defined below). Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on a continuation thereof which such documents and information as it shall be attached hereto deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and made a part hereof or authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (biv) otherwise recorded by such holder agrees that it will perform in its internal records; provided, however, that the failure accordance with their terms all of the holder hereof to make such a notation or any error in such notation shall not affect obligations which by the obligations terms of the Borrowers Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under this notethe laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDUpon the satisfaction of the conditions precedent set forth in Section 9 of Annex I hereto (such date, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “BorrowerAgreement Effective Date”), hereby promises each Incremental Term Loan Lender party hereto agreeing to pay provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the Lender set forth above (the “Lender”) or its registered assignsterms and conditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and (ii) to the extent provided in this Agreement, shall have the rights and obligations of July [·]a Lender thereunder and under the other Credit Documents. The Incremental Term Loans shall be made available in a single drawing on the Agreement Effective Date, 2014 (as amendedand the Incremental Term Loan Commitments provided pursuant to this Agreement shall expire upon the borrowing of the Incremental Term Loans on the Agreement Effective Date. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, amended and restatedwithout limitation, supplemented or otherwise modified from time any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to time, Incremental Term Loan Commitments shall be entitled to the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) benefits of (i) the principal amounts set forth in the Guaranty of such Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents Party and shall constitute guaranteed Obligations and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional each Security Document and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofshall constitute Obligations thereunder.
Appears in 2 contracts
Sources: Incremental Term Loan Commitment Agreement, Incremental Term Loan Commitment Agreement (OCI Partners LP)
thereof. The Borrower hereby waives diligenceprovisions of the Security Agreement are effective to perfect the security interest of the Trustee in the Pledged Security Entitlements and assuming that the Trustee, presentmenton behalf of the Holders, demand, protest and all other notices has obtained the Pledged Security Entitlement to the Pledged Collateral without notice of any kind"adverse claim" (as defined in Section 8-102 of the NY UCC) in respect of the Pledged Security Entitlements, such a perfected security interest in favor of the Trustee under the Security Agreement in the Issuers' right, title and interest in and to the Pledged Security Entitlements will have priority over any other security interest in the Pledged Security Entitlements under the NY UCC, except as hereafter stated. The nonexercise by Such counsel may assume that the holder hereof Securities Account exists, that each Issuer has sufficient rights therein for the security interest to attach, and that "value" has been given, as defined in Section 1-201(44) of the NY UCC; such counsel need express no opinion as to the nature or extent of each Issuer's rights in, or title to, any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that the Pledged Security Entitlements; or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments as to the nature or extent of the principal hereof and interest hereon and rights of the respective dates thereof shall be "securities intermediary" (aas defined in the NY UCC) endorsed by in, or title to, any financial assets underlying the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by Pledged Security Entitlements; such holder in its internal records; provided, however, counsel may state that the failure perfection of a security interest in "proceeds" (as defined in the NY UCC) of collateral is governed and restricted by Section 9-306 of the holder hereof to make NY UCC; such counsel may state that the law of a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that"securities intermediary's jurisdiction" governs, among other things, contains provisions for the acceleration rights and duties of a "securities intermediary" and the "entitlement holder" arising out of a "security entitlement" and whether an adverse claim can be asserted against a person who acquired a "security entitlement" from a "securities intermediary" (as each such term is defined in the NY UCC; such counsel may assume that the Securities Intermediary will comply with its obligations under Section 9 of the maturity hereof upon the happening of certain events, for optional Security and mandatory prepayment Control Agreement; such counsel may state that an entitlement holder's property interests with respect to financial assets are subject to Sections 8-503 and 8-511 of the principal hereof NY UCC(g); such counsel need express no opinion with respect to the security interest of the Secured Party in any of the following types of property: (i) any option or similar obligation issued by a clearing corporation to its participants, (ii) any commodity contract; such counsel's opinion may be limited to the NY UCC and Federal Book Entry Regulations, and such opinion need not address (I) laws of jurisdictions other than New York and the Federal Book Entry Regulations, (II) collateral of a type not subject to the NY UCC or the Federal Book Entry Regulations, (III) under NY UCC Section 9-103 or 8-110, what law governs perfection or priority of the security interests granted in the collateral and (IV) what law governs perfection or priority of security interests granted in Federal Security Entitlements; such counsel need express no opinion except to the extent that the Securities Account constitutes a "securities account" within the meaning of NY UCC Section 8-501(a) and with respect to each security entitlement, may assume that the underlying security or other financial asset has been endorsed to the securities intermediary or in blank or has been credited to a securities account in the name of the securities intermediary; such counsel need express no opinion with respect to the priority of the security interest of the Trustee in the Pledged Security Entitlements against any of the following: (I) pursuant to Section 9-301(1) of the NY UCC, a lien creditor who attached or levied prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent perfection of the security and guaranteesinterest of the Trustee, (II) pursuant to Section 9- 301(4) of the terms and conditions upon which NY UCC, a lien creditor with respect to future advances, (III) pursuant to Section 9-312(7) of the NY UCC, another secured creditor to the extent that provision limits the priority afforded future advances, (IV) pursuant to Section 9- 312(6) of the NY UCC, another secured party with a prior perfected security interest in other property of either Issuer to the extent that the Pledged Security Entitlements are proceeds of such other property; such counsel may state that pursuant to Section 9-115 of the NY UCC, the security interest of the Trustee will be subordinate to any security interest now or hereafter granted by the Company in favor of a "securities intermediary" and each guarantee was granted will be of equal priority with any other secured party who has or obtains control; if and to the extent the securities intermediary is a "clearing corporation" as defined in Section 8- 102(a)(5), such counsel may state that pursuant to Section 8-111 of the NY UCC, any rule adopted by a clearing corporation governing the rights and obligations among the clearing corporation and its participants is effective even if the rule conflicts with the NY UCC and affects the rights of the holder of this Note Trustee. To the extent that the opinions expressed in respect thereof.numbered paragraph 13 relate to Federal Security Entitlements, such opinion may be subject to the following limitations, qualifications and exceptions:
Appears in 2 contracts
Sources: Purchase Agreement (Waterford Gaming Finance Corp), Purchase Agreement (Waterford Gaming LLC)
thereof. The Each Incremental Lender acknowledges and agrees that the Incremental Commitments provided pursuant to this Agreement, in the aggregate amount for each tranche of Incremental Commitments as set forth on Annex I hereto, shall constitute Incremental Term Loan Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by Administrative Agent acknowledge and agree that, upon the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure incurrence of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay Incremental Term Loans pursuant to the Lender set forth above (the “Lender”) or its registered assignsIncremental Commitments provided pursuant to this Agreement, in lawful money such Incremental Term Loans shall constitute Term Loans for all purposes of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·]and the other Credit Documents. Each Incremental Lender and the Borrower further agree that, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made Incremental Commitments provided by the such Incremental Lender to the Borrower pursuant to this Agreement, such Incremental Lender shall receive such upfront fees as have been separately agreed, which upfront fee shall be due and payable as has been separately agreed. Each Incremental Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement or and the other Loan Documents Credit Documents, together with copies of the financial statements referred to therein and (ii) interest at the rate or rates per annum such other documents and information as provided in the Credit it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by lawapplicable, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of become a Lender under the Credit Agreement, all (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution (not already a Lender) organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent and the Borrower and the delivery thereof to the Administrative Agent (including by facsimile), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of any conditions therein specified. This Note is secured and guaranteed precedent set forth in Section 6 of Annex I hereto (such date, the “Agreement Effective Date”) each Incremental Lender party hereto agreeing to provide an Incremental Commitment pursuant to this Agreement (x) shall become a party to the Credit Agreement, (y) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower agrees that the terms contained in Annex I attached hereto (including without limitation, those contained in Sections 8, 9, 10, 11 and 12 thereof) constitute terms applicable to the Incremental Commitments provided hereunder and the Incremental Term Loans made pursuant hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, any Loans made pursuant thereto and (ii) all such Obligations (including any such Loans) shall be entitled to the benefits of the Security Documents. Reference is hereby made Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Credit Agreement Incremental Commitments provided hereby and any Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Security Documents for a description of the properties and assets Subsidiaries Guaranty in which a security interest has been granted, the nature and extent of the security and guarantees, accordance with the terms and conditions upon which provisions thereof and (ii) be entitled to the security interest and each guarantee was granted and the rights benefits of the holder Security Documents. Attached hereto as Annex II is an opinion of A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a copy of same to us before the close of business on November 13, 2007. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Note Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in respect thereofaccordance with the requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS By s/ A▇▇▇ ▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇ Title: Director By s/ Y▇▇▇▇▇ ▇▇▇▇▇▇ Name: Y▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Agreed and Accepted this 13th day of November, 2007: RCN CORPORATION By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: s/ A▇▇▇ ▇▇▇▇▇▇ Name: A▇▇▇ ▇▇▇▇▇▇ Title: Director By: s/ Y▇▇▇▇▇ ▇▇▇▇▇▇ Name: Y▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Each Subsidiary Guarantor acknowledges and agrees to the foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the eighth paragraph of the Incremental Commitment Agreement. 21ST CENTURY TELECOM SERVICES, INC. BRAINSTORM NETWORKS, INC. HOT SPOTS PRODUCTIONS, INC. ON TV, INC. RCN-BECOCOM, INC. RCN CABLE TV OF CHICAGO, INC. RCN DIGITAL SERVICES, LLC By: RCN Corporation, its managing member RCN ENTERTAINMENT, INC. RCN FINANCE, LLC By: RCN Corporation, its managing member RCN FINANCIAL MANAGEMENT, INC. RCN INTERNATIONAL HOLDINGS, INC. RCN INTERNET SERVICES, INC. RCN NEW YORK COMMUNICATIONS, LLC By: RCN Telecom Services, Inc., its managing member RCN TELECOM SERVICES, INC. RCN TELECOM SERVICES OF ILLINOIS, LLC By: RCN Corporation, its managing member RCN TELECOM SERVICES OF MASSACHUSETTS, INC. RCN TELECOM SERVICES OF PHILADELPHIA, INC. RCN TELECOM SERVICES OF VIRGINIA, INC. RCN TELECOM SERVICES OF WASHINGTON D.C., INC. RFM 2, LLC By: RCN Corporation, its managing member RLH PROPERTY CORPORATION STARPOWER COMMUNICATIONS, LLC By: RCN Telecom Services of Washington D.C., Inc., its managing member TEC AIR, INC. UNET HOLDING, INC., as Guarantors By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and CFO RAVEN ACQUISITION CORPORATION By: s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and CFO
Appears in 1 contract
thereof. The Borrower hereby waives diligenceEach Incremental Revolving Lender, presentmentthe Borrowers and the Administrative Agent acknowledge and agree that the Incremental Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Revolving Commitments and, demandupon the Agreement Effective Date (as hereinafter defined), protest the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the case of an existing Revolving Lender, shall be added to (and all thereafter become a part of), the Revolving Loan Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and the Administrative Agent further agree that, with respect to the Incremental Revolving Commitment provided by each Incremental Revolving Lender pursuant to this Agreement, such Incremental Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other notices of any kind. The nonexercise fees, if any, as may be separately agreed to in writing with Borrowers and acknowledged by the holder hereof Administrative Agent, all of any of its rights hereunder which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in any particular instance shall not constitute a waiver thereof in that or any subsequent instanceeach such separate agreement. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agrees to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Incremental Revolving Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Transferee, (ii) on confirms that it has received a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure copy of the holder Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the forms referred to in Section 2.17(e) of the Credit Agreement, certifying as to its entitlement as of the date hereof to make such a notation or any error in such notation shall not affect the obligations of complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this noteAgreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [Signature Page FollowsNAME OF EACH INCREMENTAL REVOLVING LENDER] CACTUS WELLHEADBy Title Agreed and Accepted this day of , LLC: GENON ENERGY, INC., as a Borrower By: Name: Title: LENDERGENON AMERICAS, INC., as a Borrower By: [·] New YorkName: Title: JPMORGAN CHASE BANK, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGN.A., as Administrative Agent, Collateral Agent By: Name: Title: Each Guarantor acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Revolving Commitment Agreement with respect and to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one incurrence of the Notes referred Revolving Loans to in the Credit Agreement thatbe made pursuant thereto. [EACH GUARANTOR], among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Guarantor By: Name: Title:
Appears in 1 contract
Sources: Credit Agreement (Mirant Corp)
thereof. The Borrower hereby waives diligenceEach Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, presentment, demand, protest the Borrowers and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which shall Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be attached hereto made under the Credit Agreement and made the other Credit Documents. Upon the date of (i) the execution of a part hereof or (b) otherwise recorded counterpart of this Agreement by such holder Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in its internal records; provided, however, that connection herewith and (iv) the failure satisfaction of the holder hereof to make conditions precedent set forth in Section 12 of Annex I hereto (such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDdate, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “BorrowerAgreement Effective Date”), hereby promises each Incremental Term Loan Lender party hereto agreeing to pay provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Guaranty of such Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents Party and shall constitute Guaranteed Obligations and (ii) interest at each Security Document and shall constitute Obligations. You may accept this Agreement by executing the rate or rates per annum as provided enclosed copies in the Credit space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement or by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the other Loan Documents on execution and delivery to the unpaid principal amount Administrative Agent of all the Term Loans made a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the Lender to parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the Borrower requirements for the modification of Credit Documents pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions Section 13.12 of the Credit Agreement. Very truly yours, all upon the terms DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Agreed and conditions therein specified. This Note is secured and guaranteed Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President BWAY CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President
Appears in 1 contract
Sources: Incremental Term Loan Commitment Agreement (Bway Intermediate Company, Inc.)
thereof. The Each Incremental Lender, the Borrower hereby waives diligenceand the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, presentmentupon the Agreement Effective Date (as hereinafter defined), demandthe Incremental Commitment of each Incremental Lender shall become, protest or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all other notices of any kindwhich fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agree to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Revolving Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a continuation thereof which Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Revolving Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be attached obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and made a part hereof or correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (bv) otherwise recorded of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Commitments set forth in its internal records; providedthis Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 10.5 of the holder hereof to make such a notation or Revolving Credit Agreement. In the event of any error in such notation shall not affect conflict between the obligations terms of this Agreement and those of the Borrowers under Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title: Agreed and Accepted this note. [Signature Page Follows] CACTUS WELLHEADday of , LLC201 : REV GROUP, INC., as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGALLY BANK, as Administrative AgentAgent By: Name: Title: By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], Collateral Agent as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Commitment Agreement with respect and to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one incurrence of the Notes referred Revolving Loans to in the Credit be made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to Incremental Commitment Agreement thatDated as of , among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.201
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
thereof. The Each Incremental Lender, the Borrower hereby waives diligenceand the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, presentmentupon the Agreement Effective Date (as hereinafter defined), demandthe Incremental Commitment of each Incremental Lender shall become, protest or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all other notices of any kindwhich fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agree to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Revolving Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a continuation thereof which Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Revolving Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be attached obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). Attached hereto as Annex III are true and made a part hereof or correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (bv) otherwise recorded of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on December 21, 2017. If you do not so accept this Agreement by such holder time, our Incremental Commitments set forth in its internal records; providedthis Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 10.5 of the holder hereof to make such a notation or Revolving Credit Agreement. In the event of any error in such notation shall not affect conflict between the obligations terms of this Agreement and those of the Borrowers under this noteRevolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. [Very truly yours, ALLY BANK, as Administrative Agent, Issuing Bank, Swing Line Lender and Incremental Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Authorized Signatory BMO ▇▇▇▇▇▇ BANK N.A., as Issuing Bank and Incremental Lender By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President U.S. BANK NATIONAL ASSOCIATION, as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Vice President SUMITOMO MITSUI BANKING CORPORATION, as Incremental Lender By: /s/ Hitoshi Ryoji Name: Hitoshi Ryoji Title: Managing Director ING CAPITAL LLC, as Incremental Lender By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Director SIGNATURE BANK, as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President Signature Page Follows] CACTUS WELLHEADto Incremental Commitment Agreement ▇▇▇▇▇▇▇ BUSINESS CREDIT CORPORATION, LLCas Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President BRANCH BANKING AND TRUST COMPANY, as Incremental Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President JPMORGAN CHASE BANK, N.A., as Incremental Lender By: /s/ ▇▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇ Title: Authorized Officer Signature Page to Incremental Commitment Agreement Agreed and Accepted this 22nd day of December, 2017: REV GROUP, INC., as Borrower By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: LENDER: [·] New YorkTreasurer & Chief Financial Officer Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and agrees to each the foregoing provisions of this Incremental Commitment Agreement and to the incurrence of the Revolving Loans to be made pursuant thereto. CAPACITY OF TEXAS, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDINC. CHAMPION BUS, the undersigned CACTUS WELLHEADINC. ▇▇▇▇▇▇▇ BUS CORPORATION ▇▇▇▇▇▇▇ I HOLDING CORP. ▇▇▇▇▇▇▇ INDUSTRIES, LLCINC. COMPRESSED AIR SYSTEMS, a Delaware limited liability company INC.* REVABILITY, INC. ELDORADO NATIONAL (the “Borrower”CALIFORNIA), hereby promises to pay to the Lender set forth above INC. ELDORADO NATIONAL (the “Lender”) or its registered assignsKANSAS), in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·]INC. E-ONE, 2014 (as amendedINC. ▇▇▇▇▇▇▇ FIRE APPARATUS, amended and restatedINC. ▇▇▇▇▇▇▇ FIRE APPARATUS HOLDING COMPANY, supplemented or otherwise modified from time to timeINC. FFA ACQUISITION COMPANY, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the BorrowerINC. FFA HOLDCO, the lenders time to time party thereto and Credit Suisse AGINC. GENERAL COACH AMERICA, INC. GOLDSHIELD FIBERGLASS, INC. GOSHEN COACH INC. HALCORE GROUP, INC. ▇▇▇▇▇▇ ENTERPRISES, INC. KME GLOBAL, LLC KME HOLDINGS, LLC KME RE HOLDINGS, LLC ▇▇▇▇▇▇▇ MOBILE EQUIPMENT CORP. MOBILE PRODUCTS, INC. REV AMBULANCE GROUP ORLANDO, INC. REV FINANCIAL SERVICES LLC REV INSURANCE SOLUTIONS LLC REV PARTS, LLC REV RECREATION GROUP, INC. REV RECREATION GROUP FUNDING, INC. REV RENEGADE LLC REV RENEGADE HOLDINGS CORP. REV RTC, INC., as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement a Guarantor Subsidiary By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Treasurer & Chief Financial Officer ________________ * A Pennsylvania corporation with respect entity number 2886396. Signature Page to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Incremental Commitment Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.
Appears in 1 contract
thereof. The Borrower hereby waives diligenceEach Additional Revolving Loan Bank party to this Agreement acknowledges and agrees that the Additional Revolving Loan Commitment provided pursuant to this Agreement shall constitute an Additional Revolving Loan Commitment under, presentmentand as defined in, demandthe Credit Agreement. Each Additional Revolving Loan Bank party to this Agreement further agrees that, protest and all other notices of any kindwith respect to the Additional Revolving Loan Commitment provided by it pursuant to this Agreement, such Additional Revolving Loan Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I hereto. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by Each Additional Revolving Loan Bank party to this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a part hereof or Bank under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on a continuation thereof which such documents and information as it shall be attached hereto deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and made a part hereof or authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (biv) otherwise recorded by such holder agrees that it will perform in its internal records; provided, however, that the failure accordance with their terms all of the holder hereof to make such a notation or any error in such notation shall not affect obligations which by the obligations terms of the Borrowers Credit Agreement are required to be performed by it as a Bank, and (v) in the case of each lending institution organized under this note. [Signature Page Follows] CACTUS WELLHEADthe laws of a jurisdiction outside the United States, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, attaches the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (forms prescribed by the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States of America in immediately available funds on the dates set forth in withholding taxes with respect to all payments to be made under the Credit Agreement dated as and the other Credit Documents. Upon the execution of July [·], 2014 (as amended, amended a counterpart of this Agreement by the Administrative Agent and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect delivery to the Term Loans made Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the Lender payment of any fees (including, without limitation, the upfront fees payable pursuant to the Borrower immediately preceding paragraph) required in connection herewith, each Additional Revolving Loan Bank party hereto shall become a Bank pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in this Agreement, shall have the Credit Agreement or rights and obligations of a Bank thereunder and under the other Loan Credit Documents. This Note is one of You may accept this Agreement by signing the Notes referred to enclosed copies in the Credit space provided below, and returning one copy of same to us before the close of business on ____________, _____. If you do not so accept this Agreement thatby such time, among other thingsour Additional Revolving Loan Commitment set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, contains provisions this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the acceleration modification of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior Credit Documents pursuant to the maturity hereof and for the amendment or waiver of certain provisions Section 13.12 of the Credit Agreement. Very truly yours, all upon the terms [NAME OF BANK] By:__________________________ Name: Title: Agreed and conditions therein specifiedAccepted this ___ day of __________, ____: SUNRISE MEDICAL INC. This Note is secured and guaranteed By:_____________________________ Name: Title: BANKERS TRUST COMPANY, as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description Administrative Agent By:_____________________________ Name: Title: ANNEX I TO EXHIBIT C UPFRONT FEES Amount of the properties and assets in which a security interest has been granted, the nature and extent Additional Name of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Bank Revolving Loan Commitment Upfront Fee ------------ ------------------------- ----------- Total __________________ ___________ EXHIBIT D FORM OF LETTER OF CREDIT REQUEST
Appears in 1 contract
thereof. The In addition, Borrower hereby waives diligenceshall immediately notify Agent, presentmentthe Lenders and the Institutional Lenders when it receives any notice pursuant to Section 10.3 of the Energy Services Agreement. If a closure of the Steam Host’s plant seems in Agent’s, demandany Co-Agent’s or Institutional Agent’s judgment to be reasonably likely, protest then Borrower shall promptly formulate a plan to maintain the Qualifying Cogeneration Facility status of the Rova I Facility and the Rova II Facility, which shall be subject to approval by Agent, each Co-Agent and Institutional Agent, and upon receipt of all other notices of any kind. The nonexercise such approvals necessary in connection therewith Borrower shall diligently implement such plan; provided, however that in the event the EWG Approvals are obtained by the holder hereof Required EWG Approval Date and are in full force and effect, final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any of its rights hereunder in any particular instance challenge or proceeding, then Borrower shall not constitute have to formulate such a waiver thereof in that plan for the Rova I Facility. No funds shall be distributed pursuant to Section 6.1(c) (xi) hereof from such time as Borrower has given (or any subsequent instanceshould have given) the notice referred to above until Agent, Co-Agents, Institutional Agent and Borrower mutually agree as to the amounts needed to be expended and reserved to implement such plan, and funds otherwise available to Borrower under said Section shall be expended and reserved as so agreed upon. All borrowings evidenced by this note Funds available pursuant to Sections 5.6 and all payments and prepayments 10.3 of the principal hereof and interest hereon and Energy Services Agreement shall also be available for implementing the respective dates thereof aforesaid plan. Borrower shall be (anot notify Steam Host of the EWG Effective Date pursuant to Section 2.4(a) endorsed of the Energy Services Agreement without first obtaining the written consent of the Majority Lenders. Provided that the EWG Approvals have been obtained by the holder hereof Required EWG Approval Date and are in full force and effect, are final (other than in respect of the EWG Determination), are not subject to appeal and are not subject to any challenge or proceeding, then (i) on or within five days of the schedule attached hereto EWG Approval Date Borrower shall notify Steam Host pursuant to Section 2.4(a) of the Energy Services Agreement that the EWG Status Conditions Precedent (as defined in the Energy Services Agreement) have been satisfied and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; providedthe Rova I Commercial Operations Date Borrower shall, howeverupon obtaining prior written consent thereto from the Majority Lenders, notify Steam Host that the failure EWG Effective Date is the day after the Rova I Commercial Operations Date and shall provide Agent with the Steam Host’s confirmation of such notification within five days of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteRova I Commercial Operations Date. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.155
Appears in 1 contract
Sources: Construction and Term Loan Agreement (Westmoreland Coal Co)
thereof. The Each Incremental Lender, the Borrower hereby waives diligenceand the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, presentmentupon the Agreement Effective Date (as hereinafter defined), demandthe Incremental Commitment of each Incremental Lender shall become, protest or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all other notices of any kindwhich fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agree to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Revolving Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Revolving Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Revolving Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Revolving Credit Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Revolving Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Revolving Credit Agreement and the other Credit Documents are required to be performed by it as a continuation thereof which Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Revolving Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Revolving Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, each Issuing Bank, the Swing Line Lender, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be attached obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Revolving Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Revolving Credit Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Revolving Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] [Attached hereto as Annex IV are true and made a part hereof or correct copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to clause (bv) otherwise recorded of the definition of “Incremental Commitment Requirements” appearing in Section 1.1 of the Revolving Credit Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Commitments set forth in its internal records; providedthis Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 10.5 of the holder hereof to make such a notation or Revolving Credit Agreement. In the event of any error in such notation shall not affect conflict between the obligations terms of this Agreement and those of the Borrowers under Revolving Credit Agreement, the terms of the Revolving Credit Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By Name: Title Agreed and Accepted this note. [Signature Page Follows] CACTUS WELLHEADday of ,201 : ALLIED SPECIALTY VEHICLES, LLCINC., as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGDEUTSCHE BANK AG NEW YORK BRANCH, as Administrative AgentAgent By: Name: Title: By: Name: Title: [NAME OF EACH ISSUING BANK], Collateral Agent as [an] [the] Issuing Bank By: Name: Title: [NAME OF SWING LINE LENDER], as Swing Line Lender By: Name: Title: Each Guarantor Subsidiary acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Commitment Agreement with respect and to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one incurrence of the Notes referred Revolving Loans to in the Credit Agreement thatbe made pursuant thereto. [EACH GUARANTOR SUBSIDIARY], among other thingsas a Guarantor Subsidiary By: Name: Title: Dated as of , contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.201
Appears in 1 contract
Sources: Revolving Credit and Guaranty Agreement (REV Group, Inc.)
thereof. The Borrower hereby waives diligenceEach Incremental Term Loan Lender, presentment, demand, protest Company and all other notices of any kind. The nonexercise by Administrative Agent acknowledge and agree that the holder hereof of any of its rights hereunder in any particular instance Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other applicable Loan Documents. Each Incremental Term Loan Lender, Company and Administrative Agent further agree that, with respect to the Incremental Term Loan Commitment provided by each Incremental Term Loan Lender pursuant to this Agreement, such Incremental Term Loan Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to in writing with Company and Administrative Agent, all of which fees shall be (a) endorsed by due and payable to such Incremental Term Loan Lender on the holder hereof terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Term Loan Commitment provided pursuant to this Agreement. Each Incremental Term Loan Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a continuation thereof which Lender and (vi) in the case of each Incremental Term Loan Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate re Non-Bank Status referred to in Section 2.7B(iii) of the Credit Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Term Loan Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 9 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto (i) shall be attached obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Company acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiary Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III is each technical amendment, modification and/or supplement to the Collateral Documents required to be delivered pursuant to clause (v) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement.37] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the Loan Parties, delivered as required pursuant to clause (vi) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, board of director resolutions and evidence of good standing of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Loans to be made a part hereof or under the Incremental Term Loan Commitments (bassuming the full utilization thereof) otherwise recorded may be incurred without violating the terms of material Indebtedness of Company and its Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed canceled. After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Loan Documents pursuant to Section 10.6 of the holder hereof to make such a notation or Credit Agreement. In the event of any error in such notation shall not affect conflict between the obligations terms of this Agreement and those of the Borrowers under Credit Agreement, the terms of the Credit Agreement shall control. 37 Delete if not applicable. Some states require amendments to Mortgages to cover Incremental Term Loans. Very truly yours, [NAME OF EACH INCREMENTAL TERM LOAN LENDER] By Name: Title Agreed and Accepted this noteday of , : ALLIANCE HEALTHCARE SERVICES, INC. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New YorkCREDIT SUISSE AG, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGCAYMAN ISLANDS BRANCH, as Administrative Agent, Collateral Agent By: Name: Title: By: Name: Title: Each Subsidiary Guarantor acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Term Loan Commitment Agreement with respect and to the incurrence of the Incremental Term Loans to be made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum thereto. [EACH SUBSIDIARY GUARANTOR], as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount a Guarantor By: Name: Title: 1. Name of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interestBorrower: Alliance HealthCare Services, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Inc.
Appears in 1 contract
Sources: Credit Agreement (Alliance HealthCare Services, Inc)
thereof. The Extending Revolving Loan Commitments and the Non-Extending Revolving Loan Commitments of the Lenders as of the effective date hereof shall be set forth on Schedule I attached hereto, which Schedule shall replace Schedule I to the Credit Agreement in its entirety. The Borrower hereby waives diligenceagrees to pay to each Extending Revolving Loan Lender with respect to the Extending Revolving Loan Commitments provided by such Lender pursuant to this Agreement and set forth opposite each Extending Revolving Loan Lender’s name on Annex I hereto, presentmentan upfront fee equal to 0.60% of such Extending Revolving Loan Commitment, demand, protest and all other notices of any kindsuch upfront fee to be payable on the effective date hereof. The nonexercise by Applicable Margin and Applicable Commitment Commission Percentage set forth on Annex I hereto shall apply to the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instanceExtending Revolving Loans and/or Extending Commitment Commissions. All borrowings evidenced by Each Extending Revolving Loan Lender party to this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on a continuation thereof which such documents and information as it shall be attached hereto deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and made a part hereof or authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (biv) otherwise recorded by such holder agrees that it will perform in its internal records; provided, however, that the failure accordance with their terms all of the holder hereof to make such a notation or any error in such notation shall not affect obligations which by the obligations terms of the Borrowers Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under this note. [Signature Page Follows] CACTUS WELLHEADthe laws of a jurisdiction outside the United States, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, attaches the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (forms prescribed by the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States of America in immediately available funds on the dates set forth in withholding taxes with respect to all payments to be made under the Credit Agreement dated as and the other Credit Documents. Upon the execution of July [·], 2014 (as amended, amended a counterpart of this Agreement by the Administrative Agent and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect delivery to the Term Loans made Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the Lender payment of any fees (including, without limitation, the upfront fees payable pursuant to the Borrower third paragraph hereof) required in connection herewith, each Extending Revolving Loan Lender party hereto shall become (or remain) a Lender pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in this Agreement, shall have the Credit Agreement or rights and obligations of a Lender thereunder and under the other Loan Credit Documents. This Note is one of You may accept this Agreement by signing the Notes referred to enclosed copies in the Credit space provided below, and returning one copy of same to us before 12:00 noon on November 12, 2009. If you do not so accept this Agreement thatby such time, among other thingsyour Extending Revolving Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, contains provisions this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the acceleration modification of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior Credit Documents pursuant to the maturity hereof and for the amendment or waiver of certain provisions Section 13.12 of the Credit Agreement. Very truly yours, all upon the terms ▇▇▇▇▇ FARGO BANK By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Vice President WACHOVIA BANK, N.A By /s/ G. ▇▇▇ ▇▇▇▇▇▇, ▇▇. Title: Vice President BANK OF AMERICA, N.A By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Senior Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Title: Vice President UBS LOAN FINANCE LLC By /s/ ▇▇▇▇ ▇. ▇▇▇▇ Title: Associate Director By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate Director DEUTSCHE BANK TRUST COMPANY AMERICAS By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director U.S. BANK N.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES By /s/ ▇▇▇▇▇ Wesemeier Title: Assistant Vice President By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Treasurer CALYON NEW YORK BRANCH By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director COMERICA BANK By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Assistant Vice President CAPITAL ONE, N.A. By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, FSB By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Senior Vice President SUMITOMO MITSUI BANKING CORPORATION By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Title: General Manager ALLIED IRISH BANKS, PLC By /s/ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President By /s/ ▇▇▇▇▇ ▇▇▇▇▇ Title: Assistant Vice President Agreed and conditions therein specifiedAccepted this 17th day of November, 2009: AMERISTAR CASINOS, INC. This Note is secured and guaranteed By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Senior Vice President & Chief Financial Officer DEUTSCHE BANK TRUST COMPANY AMERICAS, as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Vice President
Appears in 1 contract
Sources: Extending Revolving Loan Commitment Agreement (Ameristar Casinos Inc)
thereof. The Borrower hereby waives diligenceEach Incremental Revolving Lender, presentmentthe Borrowers and the Administrative Agent acknowledge and agree that the Incremental Revolving Commitments provided pursuant to this Agreement shall constitute Incremental Revolving Commitments and, demandupon the Agreement Effective Date (as hereinafter defined), protest the Incremental Revolving Commitment of each Incremental Revolving Lender shall become, or in the case of an existing Revolving Lender, shall be added to (and all thereafter become a part of), the Revolving Loan Commitment of such Incremental Revolving Lender. Each Incremental Revolving Lender, the Borrowers and the Administrative Agent further agree that, with respect to the Incremental Revolving Commitment provided by each Incremental Revolving Lender pursuant to this Agreement, such Incremental Revolving Lender shall receive from Borrowers such upfront fees, unutilized commitment fees and/or other notices of any kind. The nonexercise fees, if any, as may be separately agreed to in writing with Borrowers and acknowledged by the holder hereof Administrative Agent, all of any of its rights hereunder which fees shall be due and payable to such Incremental Revolving Lender on the terms and conditions set forth in any particular instance shall not constitute a waiver thereof in that or any subsequent instanceeach such separate agreement. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agrees to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Revolving Commitment provided pursuant to this Agreement. Each Incremental Revolving Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Transferee, (ii) on confirms that it has received a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure copy of the holder Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental Revolving Lender organized under the laws of a jurisdiction outside the United States, attaches the forms referred to in Section 2.17(e) of the Credit Agreement, certifying as to its entitlement as of the date hereof to make such a notation or any error in such notation shall not affect the obligations of complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrowers under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this noteAgreement by each Incremental Revolving Lender, the Administrative Agent, the Borrowers and each Subsidiary Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Revolving Lender party hereto (x) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Loan Documents. Each Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Revolving Commitments provided hereby including, without limitation, all Revolving Loans made pursuant thereto, and (ii) all such Obligations (including all such Revolving Loans) shall be entitled to the benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Revolving Commitments provided hereby and all Revolving Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guarantee Agreement as, and to the extent, provided in the Credit Agreement and (ii) be entitled to the benefits of the Loan Documents as, and to the extent, provided therein and in the Credit Agreement. Attached hereto as Annex II is the officer’s certificate required to be delivered pursuant to clause (ii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement certifying that the conditions set forth in clause (i) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1.1 of the Credit Agreement have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on [ , 20 ]. If you do not so accept this Agreement by such time, our Incremental Revolving Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 11.1 of the Credit Agreement. In the event of any conflict between the terms of this Agreement and those of the Credit Agreement, the terms of the Credit Agreement shall control. Very truly yours, [Signature Page FollowsNAME OF EACH INCREMENTAL REVOLVING LENDER] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDERAgreed and Accepted this day of , : [·] New YorkGENON ENERGY, New York PRINCIPAL AMOUNTINC., as a Borrower BY: [·] [Date] FOR VALUE RECEIVEDName: Title: GENON AMERICAS, the undersigned CACTUS WELLHEADINC., LLCas a Borrower BY: Name: Title: JPMORGAN CHASE BANK, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGN.A., as Administrative Agent, Collateral Agent BY: Name: Title: Each Guarantor acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Revolving Commitment Agreement with respect and to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one incurrence of the Notes referred Revolving Loans to in the Credit Agreement thatbe made pursuant thereto. [EACH GUARANTOR], among other thingsas a Guarantor By: Name: Title: Dated as of , contains provisions for the acceleration 1. Name of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Borrowers:
Appears in 1 contract
Sources: Credit Agreement (Rri Energy Inc)
thereof. The Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I]. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a part hereof or (b) otherwise recorded copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, howeverthis Agreement shall constitute a Credit Document and may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 13.12 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteCredit Agreement. * * * THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [Signature Page FollowsNAMES OF LENDERS] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDERAgreed and Accepted this day of , : OCI BEAUMONT LLC By: Name: Title: Acknowledged and agreed this day of , : [·GUARANTORS] New YorkBy: Name: Title: BANK OF AMERICA, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGN.A., as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.By: Name: Title: ANNEX I TO EXHIBIT I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
Appears in 1 contract
Sources: Term Loan Credit Agreement
thereof. The Borrower hereby waives diligenceEach Incremental RL Lender, presentment, demand, protest Company and all other notices of any kind. The nonexercise Administrative Agent acknowledge and agree that each Incremental RL Commitment provided pursuant to this Agreement by the holder hereof of any of its rights hereunder in any particular instance relevant Incremental RL Lender shall not constitute be added to (and thereafter become a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments part of) the Revolving Loan Commitment of the principal hereof and interest hereon respective Incremental RL Lender specified in Annex I attached hereto and, upon the incurrence of Revolving Loans pursuant to such Incremental RL Commitments, shall constitute Revolving Loans under the respective Revolving Loan Commitment of each Incremental RL Lender for all purposes of the Credit Agreement and the respective dates thereof other applicable Loan Documents. Each Incremental RL Lender, Company and Administrative Agent further agree that, with respect to the Incremental RL Commitment provided by each Incremental RL Lender pursuant to this Agreement, such Incremental RL Lender shall receive from Company such upfront fees, unutilized commitment fees and/or other fees, if any, as may be separately agreed to in writing with Company and Administrative Agent, all of which fees shall be (a) endorsed by due and payable to such Incremental RL Loan Lender on the holder hereof terms and conditions set forth in each such separate agreement. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental RL Commitment provided pursuant to this Agreement. Each Incremental RL Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) on confirms that it has received a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure copy of the holder Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to Administrative Agent and Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (v) in the case of each Incremental RL Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate re Non-Bank Status referred to in Section 2.7B(iii) of the Credit Agreement, certifying as to its entitlement as of the date hereof to make a complete exemption from United States withholding taxes with respect to all payments to be made to it by Company under the Credit Agreement and the other Loan Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental RL Lender, Administrative Agent, Company and each Subsidiary Guarantor, (ii) the delivery to Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 9 of Annex I hereto (such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDdate, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “BorrowerAgreement Effective Date”), hereby promises each Incremental RL Lender party hereto (i) shall have its Revolving Loan Commitment under the Credit Agreement increased by an amount equal to pay its Incremental RL Commitment hereunder, (ii) shall be obligated to make the Revolving Loans provided to be made by it as provided in this Agreement and participate in Letters of Credit on the terms, and subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and in this Agreement and (iii) to the extent provided in this Agreement, shall have the rights and obligations of July [·], 2014 (as amended, amended a Lender thereunder and restated, supplemented or otherwise modified from time to time, under the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto other applicable Loan Documents. Company acknowledges and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) agrees that (i) the principal amounts set forth in the Credit Agreement it shall be liable for all Obligations with respect to the Term Incremental RL Commitments provided hereby including, without limitation, all Revolving Loans and other extensions of credit made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents thereto, and (ii) interest at all such Obligations (including all such Revolving Loans and other extensions of credit) shall be entitled to the rate or rates per annum benefits of the Collateral Documents and the Subsidiary Guaranty to the extent set forth therein. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental RL Commitments provided hereby and all Revolving Loans and other extensions of credit made pursuant thereto shall (i) be fully guaranteed pursuant to the Subsidiaries Guaranty to the extent set forth therein and constitute “Guarantied Obligations” thereunder and (ii) be entitled to the benefits of the Loan Documents to the extent set forth therein. Attached hereto as provided Annex II is the officers’ certificate required to be delivered pursuant to clause (iii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement or certifying that the other conditions set forth in clauses (i) and (ii) of the definition of “Incremental Loan Documents on the unpaid principal amount Commitment Requirements” appearing in Section 1 of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documentshave been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). The Borrower promises to pay interest[Attached hereto as Annex III is each technical amendment, on demand, on any overdue principal and, modification and/or supplement to the extent permitted by law, overdue interest from their due dates at Collateral Documents required to be delivered pursuant to clause (v) of the rate or rates provided definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement Agreement.45] Attached hereto as Annex [[III] [IV]] [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the other Loan Documents. This Note is one Parties, delivered as required pursuant to clause (vi) of the Notes referred to definition of “Incremental Loan Commitment Requirements” appearing in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions Section 1 of the Credit Agreement. Attached hereto as Annex [[IV] [V]] are officers’ certificates, all upon board of director resolutions and good standing certificates of Company and each other Loan Party required to be delivered pursuant to clause (vii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. Attached hereto as Annex [[V] [VI]] is evidence demonstrating that the full amount of the Obligations to be incurred under the Incremental RL Commitments (assuming the full utilization thereof) may be incurred without violating the terms of material Indebtedness of Company and conditions therein specifiedits Subsidiaries (including, without limitation, the 2009 Senior Notes) as required to be delivered pursuant to clause (viii) of the definition of “Incremental Loan Commitment Requirements” appearing in Section 1 of the Credit Agreement. This Note is secured and guaranteed as provided You may accept this Agreement by signing the enclosed copies in the Credit space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, our Incremental RL Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the Security Documents. Reference is hereby made parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Loan Documents pursuant to Section 10.6 of the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofAgreement.
Appears in 1 contract
Sources: Credit Agreement (Alliance HealthCare Services, Inc)
thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay Notwithstanding anything to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided contrary contained in the Credit Agreement or any other Credit Document, the Banks hereby agree that each of the Security Documents may be amended, or amended and restated, in form and substance reasonably satisfactory to the Administrative Agent and the Syndication Agent to provide, as security for the Borrower's and the other Loan Documents Credit Parties' obligations under or in respect of the New Money Credit Agreement, a first priority lien on the unpaid principal amount of all the Term Loans made by the Lender Collateral, which lien shall be superior to the Borrower existing lien in favor of the Collateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents (as in effect on the date hereof) (it being understood and agreed that except to create a first priority lien in favor of the lenders under the New Money Credit Agreement, the Security Documents will be unchanged and after giving effect to such amendment or amendment and restatement, the Collateral Agent will hold all Collateral for the benefit of the lenders under the New Money Credit Agreement (on a first priority basis) and the existing Secured Creditors (on a second priority basis). In addition, the Banks hereby agree that the Collateral Agent may enter into any such other documentation necessary or appropriate to effect the foregoing. Notwithstanding anything to the contrary contained in this Amendment, the Credit Agreement or any other Credit Document, the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, Banks hereby agree that (i) no additional extensions of credit to the extent Borrower secured by any liens on the Collateral superior to the existing liens in favor of the Collateral Agent on behalf of the existing Secured Creditors pursuant to the Security Documents shall be permitted by law, overdue interest from their due dates at without the rate or rates provided in consent of each Bank (other than a Defaulting Bank) and (ii) the maturity date of the New Money Credit Agreement or shall not be extended without the other Loan Documents. This Note is one consent of those Non-Defaulting Lenders constituting the Notes referred to Required Banks under, and as defined in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon if the terms and conditions percentage "50%" contained therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made was changed to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof"66-2/3%".
Appears in 1 contract
thereof. The Each Incremental Term Loan Lender, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Lead Arranger acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to such Incremental Term Loan Commitments, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by such Incremental Term Loan Lender pursuant to this Agreement, such Incremental Term Loan Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be (a) endorsed by the holder hereof due and payable to such Incremental Term Loan Lender as set forth in such Annex I. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and, to the extent due pursuant to the terms hereof, the payment of any fees required in connection herewith, each Incremental Term Loan Lender party hereto (i) shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof obligated to make such a notation or any error the Incremental Term Loans provided to be made by it as provided in such notation shall not affect this Agreement on the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEADterms, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay and subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and (ii) to the extent provided in this Agreement, shall have the rights and obligations of July [·], 2014 (as amended, amended a Lender thereunder and restated, supplemented or otherwise modified from time to time, under the “other Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto Documents. The Borrower acknowledges and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) agrees that (i) the principal amounts set forth in the Credit Agreement it shall be liable for all Obligations with respect to the Incremental Term Loans Loan Commitments provided hereby including, without limitation, any loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents thereto and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender such Obligations (including any such loans) shall be entitled to the Borrower benefits of the Security Documents. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loan Commitments provided hereby and any loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Credit Agreement or Subsidiaries Guaranty in accordance with the other Loan terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. The Borrower promises Obligations to pay interest, on demand, on any overdue principal and, be incurred pursuant to the extent Incremental Term Loan Commitments provided hereunder are permitted by, and constitute "Senior Indebtedness" (or any similar term) under, the 9.15% Senior Subordinated Note Documents, the 9-7/8% Senior Subordinated Note Documents, and attached hereto as Annex II are calculations showing that such Obligations are permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one terms of the Notes referred to in the Credit Agreement thataforementioned documentation. Attached hereto as Annex III is an opinion of _________, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior counsel to the maturity hereof and for the amendment or waiver of certain provisions Borrower, delivered as required pursuant to Section 1.14(b)(iv) of the Credit Agreement, all upon . You may accept this Agreement by signing the terms and conditions therein specified. This Note is secured and guaranteed as provided enclosed copies in the Credit space provided below, and returning one copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the execution and the Security Documents. Reference is hereby made delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Agreement and the Security Documents for a description pursuant to Section 13.12 of the properties Credit Agreement. Very truly yours, [NAMES OF LENDERS] By ------------------------- Name: Title: Agreed and assets in which a security interest has been grantedAccepted this ___ day of __________, the nature and extent of the security and guarantees____: EXTENDED STAY AMERICA, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.INC. By: ----------------------------- Name: Title: THE INDUSTRIAL BANK OF JAPAN, LIMITED, as Administrative Agent By: ----------------------------- Name: Title: [OTHER LENDERS] Exhibit C Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT -------------------------------------------------------------------
Appears in 1 contract
thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by On the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments effective date of the principal hereof and interest hereon and increase in the respective dates thereof shall be (aaggregate Revolving Credit Commitments pursuant to such Section 2.1(b) endorsed by as set forth in written notice from the holder hereof (i) on Administrative Agent to the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New YorkLender, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay Lender shall remit to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America Administrative Agent in immediately available funds on an amount equal to the dates set forth in the Credit Agreement dated as sum of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth New Lender’s Ratable Share of then outstanding Revolving Credit Loans plus (ii) the New Lender’s Ratable Share of any new Revolving Credit Loan being advanced to the Borrower on such effective date. From and after the effective date of the increase in aggregate Revolving Credit Commitments (a) the New Lender shall be responsible to the Administrative Agent for funding its Ratable Share of any Revolving Credit Loan under Section 2 of the Credit Agreement, whether in response to a Loan Request, a demand by PNC Bank for repayment of the Swing Loan, repayment of any Reimbursement Obligation or otherwise; (b) the New Lender shall have a participation interest equal to its Ratable Share of any Letters of Credit then outstanding or thereafter issued and any Letter of Credit Borrowing then outstanding or thereafter incurred; and (c) the New Lender shall have all of the rights and duties of a Lender under the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interestNew Lender hereby represents and warrants that it has heretofore received a true and correct copy of the Credit Agreement, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided an original Revolving Credit Note in the amount of its Revolving Credit Commitment and a true and correct copy of each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof. In furtherance of the foregoing, New Lender shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Lender Joinder and Assumption Agreement or and the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional New Lender acknowledges and mandatory prepayment of the principal hereof prior agrees that a telecopy transmission to the maturity Administrative Agent of signature pages hereof purporting to be signed on behalf of New Lender shall constitute effective and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms binding execution and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofdelivery hereof by New Lender.
Appears in 1 contract
Sources: Credit Agreement (Gsi Commerce Inc)
thereof. The Each Incremental Lender, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Commitment(s) provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments an Incremental Commitment(s) of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Loans pursuant to such Incremental Commitments, shall constitute Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Lender and the Borrower further agree that, with respect to the Incremental Commitment provided by it pursuant to this Agreement, such Incremental Lender shall receive such upfront fees, if any, equal to that amount set forth opposite its name on Annex I hereto, which upfront fee shall be due and payable to such Incremental Lender upon the Agreement Effective Date (aas referred to below) endorsed by or as otherwise specified in said Annex I. Furthermore, each of the holder hereof parties to this Agreement hereby agree to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on a continuation thereof which such documents and information as it shall be attached hereto deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and made a part hereof or the other Credit Documents, (biii) otherwise recorded appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such holder powers as are reasonably incidental thereto, (iv) agrees that it will perform in its internal records; provided, however, that the failure accordance with their terms all of the holder hereof to make such a notation or any error in such notation shall not affect obligations which by the obligations terms of the Borrowers Credit Agreement and the other Credit Documents are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under this note. [Signature Page Follows] CACTUS WELLHEADthe laws of a jurisdiction outside the United States, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, attaches the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (forms prescribed by the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of America (i) the execution of a counterpart of this Agreement by such Incremental Lenders, the Administrative Agent, the Borrower, and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in immediately available funds connection herewith and (iv) the satisfaction of any conditions precedent set forth in Section 8 of Annex I hereto (such date, the "Agreement Effective Date"), each Incremental Lender party hereto (i) shall be obligated to make the Incremental Loans provided to be made by it as provided in this Agreement and/or to increase its Revolving Loan Commitment, as provided in this Agreement, in each case, on the dates terms, and subject to the conditions, set forth in the Credit Agreement dated as and (ii) to the extent provided in this Agreement, shall have the rights and obligations of July [·], 2014 (as amended, amended a Lender thereunder and restated, supplemented or otherwise modified from time to time, under the “other Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto Documents. The Borrower acknowledges and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) agrees that (i) the principal amounts set forth in the Credit Agreement it shall be liable for all Obligations with respect to the Term Incremental Commitment(s) provided hereby including, without limitation, any Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents thereto and (ii) interest at all such Obligations (including any such Loans) shall be entitled to the rate or rates per annum as benefits of the Security Documents. Each Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Commitment(s) provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term hereby and any Loans made by the Lender to the Borrower pursuant thereto shall (i) be fully guaranteed pursuant to the Credit Agreement or respective Guaranty in accordance with the other Loan terms and provisions thereof and (ii) be entitled to the benefits of the Security Documents. The Borrower promises You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to pay interestus before the close of business on December 2, on demand2002. If you do not so accept this Agreement by such time, on any overdue principal and, our Incremental Commitment(s) set forth in this Agreement shall be deemed canceled. After the execution and delivery to the extent permitted Administrative Agent of a fully executed copy of this Agreement (including by lawway of counterparts and by facsimile transmission) by the parties hereto, overdue interest from their due dates at this Agreement may only be changed, modified or varied by written instrument in accordance with the rate or rates provided in requirements for the modification of Credit Documents pursuant to Section 13.12 of the Credit Agreement. In the event of any conflict between the terms of this Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions those of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in of the Credit Agreement shall control. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, DEUTSCHE BANK TRUST COMPANY AMERICAS By: /s/ Steven P. Lepham --------------------------------- Name: Steven P. Lepham Title: Director Agreed and the Security DocumentsAccepted this 2nd day of December, 2002: AMERISTAR CASINOS, INC. Reference is hereby made By: /s/ Gordon R. Kanofsky -------------------------------------- Name: Gordon R. Kanofsky ▇▇▇▇▇: ▇▇▇▇▇▇▇▇▇ Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as Administrative Agent By: /s/ Steven P. Lepham -------------------------------------- Name: Steven P. Lepham ▇▇▇▇▇: ▇▇▇▇▇▇▇▇ Each Guarantor acknowledges and agrees to the Credit Agreement foregoing provisions of this Incremental Commitment Agreement, specifically including the acknowledgments and agreements made by it pursuant to the Security Documents for a description eighth paragraph of the properties Incremental Commitment Agreement. AMERISTAR CASINO VICKSBURG, INC., AMERISTAR CASINO COUNCIL BLUFFS, INC., CACTUS PETE'S, INC., A.C. FOOD SERVICES, INC., AMERISTAR CASINO ST. LOUIS, INC., AMERISTAR CASINO KANSAS CITY, INC., AMERISTAR ST. CHARLES, INC., AMERIST▇▇ ▇▇▇▇NO LAS VEGAS, INC. each as a Guarantor By: /s/ Gordon R. Kanofsky -------------------------------------- Name: Gordon R. Kanofsky ▇▇▇▇▇: ▇▇▇▇ ▇▇▇sident ANNEX I TO INCREMENTAL COMMITMENT AGREEMENT DATED December 2, 2002 TERMS AND CONDITIONS FOR INCREMENTAL COMMITMENT AGREEMENT
1. INCREMENTAL COMMITMENTS Amount of New Term Loan Amount of Amount of A Amount of B Tranche Revolving Term Loan Term Loan (Tranche Loan Name of Incremental Lender Commitment Commitment __) Commitment Upfront Fee ---------------------------- ----------- ------------ ---------- ---------- ----------- Deutsche Bank Trust Company Americas $100,000,000 Total $100,000,000 N/A ----------- ------------ ---------- ---------- -----------
2. Designation of Tranche of Incremental Term Loan Commitments (and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofIncremental Term Loans to be funded thereunder): B Term Loan Tranche.
Appears in 1 contract
Sources: Incremental Commitment Agreement (Ameristar Casinos Inc)
thereof. The Each Incremental Lender, the Funds Administrator, each Co-Borrower hereby waives diligenceand the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, presentmentupon the Agreement Effective Date (as hereinafter defined), demandthe Incremental Commitment of each Incremental Lender shall become, protest or in the case of an existing Lender, shall be added to (and all other notices thereafter become a part of), the Commitment of any kindsuch Incremental Lender. The nonexercise Each Incremental Lender, each Co-Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Borrower an incremental lender fee equal to 0.25% of the aggregate principal hereof and interest hereon and the respective dates thereof amount of such Incremental Lender's Incremental Commitment, all of which fee shall be (a) endorsed by due and payable to such Incremental Lender on the holder hereof Incremental Commitment Date. Furthermore, each of the parties to this Agreement hereby agrees to the terms and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the extent not already a party to the Credit Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) on confirms that it has received a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure copy of the holder hereof Credit Agreement and the other Loan Documents (including the Intercreditor Agreement), together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make such its own credit analysis and decision to enter into this Agreement and to become a notation Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any error other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iv) appoints and authorizes the Administrative Agent and the Security Agent to take such notation shall not affect actions as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Security Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Borrowers Credit Agreement and the other Loan Documents are required to be performed by it as a Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or certificate referred to in the first sentence of Section 2.12(e) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDAgreement by each Incremental Lender, the undersigned CACTUS WELLHEADAdministrative Agent and each Co-Borrower, LLC(ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, a Delaware limited liability company (iii) the delivery to the Administrative Agent of an opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the respective Loan Parties, and internal counsel of the Borrower, each as required pursuant to clause (iv) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (iv) the delivery to the Administrative Agent of officers’ certificates, board of director (or equivalent) resolutions and good standing certificates of the Loan Parties required to be delivered pursuant to clause (v) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (v) the delivery to the Administrative Agent of the officer’s certificate of the Borrower required to be delivered pursuant to clause (vii) of the definition of “Incremental Commitment Requirements” appearing in Section 1.01 of the Credit Agreement, (vi) the payment of any fees then due and payable in connection herewith and (vii) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “BorrowerAgreement Effective Date”), hereby promises each Incremental Lender party hereto (x) shall be obligated to pay make the Revolving Advances provided to be made by it as provided in this Agreement and participate in the Letters of Credit and Swingline Advances, in each case, on the terms, and subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and in this Agreement and (y) to the extent provided in this Agreement, shall have the rights and obligations of July [·], 2014 (as amended, amended a Lender thereunder and restated, supplemented or otherwise modified from time to time, under the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto other applicable Loan Documents. Each Co-Borrower acknowledges and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) agrees that (i) the principal amounts set forth in the Credit Agreement it shall be jointly and severally liable for all Obligations with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum Incremental Commitments provided hereby as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of including, without limitation, all the Term Loans Revolving Advances made by the Lender pursuant thereto, and (ii) all such Obligations (including all such Revolving Advances) shall be entitled to the benefits of the respective Collateral Documents and guaranties in accordance with the requirements of the Credit Agreement. Each Co-Borrower acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Revolving Advances made pursuant thereto shall (i) be fully guaranteed pursuant to the Credit Guarantee and Collateral Agreement or the other Loan Documents. The Borrower promises to pay interestas, on demand, on any overdue principal and, and to the extent permitted by lawextent, overdue interest from their due dates at the rate or rates provided therein and in the Credit Agreement or and (ii) be entitled to the other Loan Documents. This Note is one benefits of the Notes referred Loan Documents as, and to the extent, provided therein and in the Credit Agreement. You may accept this Agreement thatby signing the enclosed copies in the space provided below, among and returning one copy of same to us before the close of business on February 7, 2012. If you do not so accept this Agreement by such time, our Incremental Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other thingselectronic transmission) by the parties hereto, contains provisions this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the acceleration modification of Loan Documents pursuant to Section 11.01 of the maturity hereof upon Credit Agreement. In the happening event of certain events, for optional any conflict between the terms of this Agreement and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions those of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in of the Credit Agreement shall control. Very truly yours DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Lender By / s / ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By / s / ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director FLAGSTAR BANK, FSB, as Incremental Lender By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. Title: Senior Vice President Agreed and Accepted this 7th day of February, 2012: ACCURIDE CORPORATION By: /s /▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Each Co-Borrower acknowledges and agrees to each of the Security Documents. Reference is hereby made foregoing provisions of this Incremental Commitment Agreement and to the Credit Agreement and the Security Documents for a description incurrence of the properties and assets in which Revolving Advances to be made pursuant thereto. ACCURIDE CUYAHOGA FALLS, INC. ACCURIDE DISTRIBUTING, LLC ACCURIDE EMI, LLC AOT INC. ERIE LAND HOLDING, INC. ▇▇▇▇▇▇▇ HOLDINGS, INC. ▇▇▇▇▇▇▇ SEATING, INC. ▇▇▇▇▇▇▇ SPECIALTY SEATING, INC. BRILLION IRON WORKS, INC. GUNITE CORPORATION IMPERIAL GROUP HOLDING CORP. - 1 IMPERIAL GROUP HOLDING CORP. - 2 JAII MANAGEMENT COMPANY TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC. TRUCK COMPONENTS INC., each as a security interest has been grantedCo-Borrower By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President ACCURIDE ERIE L.P., the nature and extent of the security and guaranteesas a Co-Borrower By: AKW GENERAL PARTNER L.L.C., the terms and conditions upon which the security interest and as General Partner By: ACCURIDE CORPORATION, as Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President ACCURIDE ▇▇▇▇▇▇▇▇▇ LIMITED LIABILITY COMPANY AKW GENERAL PARTNER L.L.C., each guarantee was granted and the rights of the holder of this Note in respect thereof.as a Co-Borrower By: ACCURIDE CORPORATION, as Sole Member By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President IMPERIAL GROUP, L.P., as a Co-Borrower By: IMPERIAL GROUP HOLDING CORP. –1, its General Partner By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: President
Appears in 1 contract
thereof. The Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Term Loan Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Term Loan Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Term Loan Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(c) of the Term Loan Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Term Loan Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of any conditions precedent set forth in Section 10 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto and (ii) all such Obligations (including any such Term Loans) shall be entitled to the benefits of the Security Documents. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a part hereof or (b) otherwise recorded copy of same to us before the close of business on __________ __, _____. If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, howeverthis Agreement shall constitute a Credit Document and may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 12.11 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteTerm Loan Credit Agreement. Very truly yours, [Signature Page FollowsNAMES OF LENDERS] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER[OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this ___ day of __________, ____: [·] New York, New York PRINCIPAL AMOUNT▇▇▇▇▇ PERFORMANCE SPORTS LTD. By: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGName: Title: BANK OF AMERICA N.A., as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.By: Name: Title:
Appears in 1 contract
Sources: Term Loan Credit Agreement (Performance Sports Group Ltd.)
thereof. The Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings set forth in the Credit Agreement. Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified [in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I]. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of the conditions precedent set forth in Section 11 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the terms and conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower acknowledges and agrees that it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to Incremental Term Loan Commitments shall be entitled to the benefits of (i) the Guaranty of such Credit Party and shall constitute guaranteed Obligations and (ii) each Security Document and shall constitute Obligations thereunder. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning a part hereof or (b) otherwise recorded copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, howeverthis Agreement shall constitute a Credit Document and may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 13.12 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteCredit Agreement. Very truly yours, [Signature Page FollowsNAMES OF LENDERS] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDERAgreed and Accepted this day of , : OCI BEAUMONT LLC By: Name: Title: Acknowledged and agreed this day of , : [·GUARANTORS] New YorkBy: Name: Title: BANK OF AMERICA, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGN.A., as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.By: Name: Title:
Appears in 1 contract
thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon Each Incremental Term Lender and the respective dates thereof Borrower acknowledge and agree that the Incremental Term Commitments provided pursuant to this Agreement shall be constitute either Incremental B Term Commitments or Incremental C Term Commitments (aas specified in Annex I attached hereto) endorsed by under, and as defined in, the holder hereof Credit Agreement. Each Incremental Term Lender and the Borrower further agree that (i) the maturity date, interest rate provisions (other than the interest rate margins which may be as specified on the schedule attached hereto Annex I hereto) and scheduled amortizations applicable to each Incremental Term Loan to be made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in available pursuant to its internal records; provided, however, that the failure of the holder hereof relevant Incremental Term Commitment provided pursuant to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates Agreement are set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain relevant provisions of the Credit Agreement, (ii) the up-front fees payable in respect of the Incremental Term Commitment(s) provided by it pursuant to this Agreement shall be as set forth in Annex I to this Agreement and (iii) the "Applicable Base Rate Margin", the "Applicable Eurodollar Margin" and the "Voluntary Prepayment Premium Percentage" applicable to the respective Incremental Term Loans to be made available pursuant to its Incremental Term Commitments provided pursuant to this Agreement shall be as set forth in Annex I to this Agreement (subject, however, to the limitations and requirements of Section 1.14 of the Credit Agreement). Each Incremental Term Lender party to this Agreement (i) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all upon of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 3.04(b) certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by such Incremental Term Lenders, the Administrative Agent and the Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof and the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph and the administrative fee payable to the Administrative Agent pursuant to Section 1.14(b)(ii) of the Credit Agreement) required in connection herewith, each Incremental Term Lender party hereto (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to the Incremental Term Loans to be made available to the Borrower shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and conditions therein specifiedprovisions thereof. Each Subsidiary Guarantor acknowledges and agrees that all Obligations with respect to the Incremental Term Loans shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. This Note is secured Agreement shall become effective as of the date (the "Agreement Effective Date") when (i) the Borrower, each Subsidiary Guarantor, each Incremental Term Lender and guaranteed as provided the Administrative Agent shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the Administrative Agent at the Notice Office, (ii) each condition set forth in Section 1.14 of the Credit Agreement shall have been satisfied and (iii) the Borrower shall have paid to each Incremental Term Lender the upfront fee set forth on Annex I. From and after the Agreement Effective Date, all references in the Credit Agreement and the Security Documents. Reference is hereby made other Credit Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as supplemented hereby. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the Security close of business on __________ __, _____. If you do not so accept this Agreement by such time, our Incremental Term Commitments set forth in this Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of Credit Documents for a description pursuant to Section 11.12 of the properties Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAMES OF INCREMENTAL TERM LENDERS] By ---------------------------------------- Name: Title: Agreed and assets in which Accepted this ___ day of __________, ____: FAIRPOINT COMMUNICATIONS, INC. (f/k/a security interest has been grantedMJD Communications, the nature Inc.) By: ------------------------------ Name: Title: [NAMES OF SUBSIDIARY GUARANTORS] By: ------------------------------ Name: Title: Agreed and extent of the security and guaranteesAccepted by: BANKERS TRUST COMPANY, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.as Administrative Agent By: ------------------------------ Name: Title: ANNEX I to EXHIBIT L TERMS AND CONDITIONS FOR INCREMENETAL TERM LOAN COMMITMENT AGREEMENT
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thereof. The Each Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrower further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by such Incremental Term Loan Lenders, the Administrative Agent and the Borrower, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in connection herewith and (iv) the satisfaction of any conditions precedent set forth in Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Term Loan Lender party hereto agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto and (ii) all such Obligations (including any such Term Loans) shall be entitled to the benefits of the Security Documents. The Borrower may accept this Agreement by executing the enclosed copies in the space provided below, and returning a part hereof or (b) otherwise recorded copy of same to us before the close of business on , . If the Borrower does not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall expire and have no further force and effect (for the avoidance of doubt, howeverwithout affect or reducing, that the failure or constituting a usage of, amounts available under Section 2.15(a)(v) of the holder hereof credit agreement). After the execution and delivery to make such the Administrative Agent of a notation fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or any error varied by written instrument in such notation shall not affect accordance with the obligations requirements for the modification of Credit Documents pursuant to Section 13.12 of the Borrowers under this noteCredit Agreement. Very truly yours, [Signature Page FollowsNAMES OF LENDERS] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER[OTHER INCREMENTAL TERM LOAN LENDERS] Agreed and Accepted this day of , : [·] New York▇▇▇▇▇▇ ▇▇ ACQUISITION CORPORATION By: Name: Title: JPMORGAN CHASE BANK, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGN.A., as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.By: Name: Title:
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thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon Each Additional Lender and the respective dates thereof Borrower acknowledge and agree that the Additional Commitments provided pursuant to this Agreement shall constitute Additional Commitments (as specified in Annex I attached hereto) under, and as defined in, the Credit Agreement. Each Additional Lender and the Borrower further agree that, with respect to the Additional Commitments provided by each Additional Lender pursuant to this Agreement, such Additional Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be (a) endorsed by due and payable to such Additional Lender on the holder hereof date on which the Additional Commitments to be made pursuant to this Agreement become effective in accordance with the terms hereof. Each Additional Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon (w) the execution of a counterpart of this Agreement by such Additional Lenders, the Administrative Agent and the Borrowers, (x) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (y) the payment of any fees (including, without limitation, the upfront fees payable pursuant to the immediately preceding paragraph) required in connection herewith and (z) the satisfaction of any other conditions precedent set forth below, each Additional Lender party hereto (i) shall be obligated to provide the Additional Commitments, and make Revolving Loans pursuant to Section 1.01(a) of the Credit Agreement as provided in the Credit Agreement on the terms, and subject to the conditions, set forth in the Credit Agreement, and, to the extent applicable, shall become a Lender pursuant to the Credit Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The effective date of this Agreement shall be the date on which (i) the parties hereto execute this Agreement and deliver same to the Administrative Agent at the Notice Office, (ii) all fees required to be paid in connection herewith have been paid and (iii) the conditions precedent set forth on Annex II attached hereto have been satisfied, which date shall be no later than ___ [insert a date on or prior to the 20th Business Day after the date hereof]. You may accept this Agreement by signing the enclosed copies in the space provided below, and made a part hereof or (b) otherwise recorded returning one copy of same to us before the close of business on . If you do not so accept this Agreement by such holder time, our Additional Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 13.12 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteCredit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [Signature Page FollowsNAME OF LENDER] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDERAgreed and Accepted this ___day of , ___: [·] New YorkTRIZEC HOLDINGS OPERATING LLC By: Trizec Properties, New York PRINCIPAL AMOUNTInc., its sole managing member By: [·] Name: Title: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent By: Name: Title: By: Name: Title: Total [Date] FOR VALUE RECEIVEDDeutsche Bank Trust Company Americas, as Administrative Agent for the undersigned CACTUS WELLHEADLenders party to the Amended and Restated Credit Agreement referred to below 90 ▇▇▇▇▇▇ ▇▇▇▇▇▇, LLC5th Floor Jersey City, a Delaware limited liability company NJ 07302 Attention: Real Estate Loan Operation and Each of the Lenders party to the Credit Agreement referred to below This COMPLIANCE CERTIFICATE (this “Certificate”) is delivered pursuant to that certain Amended and Restated Credit Agreement, dated as of October 31, 2005, among Trizec Holdings Operating LLC (the “Borrower”), hereby promises Trizec Properties, Inc. (“Trizec”), the lenders from time to pay to the Lender set forth above time party thereto (the “LenderLenders”) or its registered assignsand Deutsche Bank Trust Company Americas, as Administrative Agent (in lawful money of such capacity, the United States of America “Administrative Agent”) (such Credit Agreement, as in immediately available funds effect on the dates set forth in the Credit Agreement dated as date of July [·]this Certificate, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, being herein called the “Credit Agreement”; capitalized ). Capitalized terms used but not defined herein having shall have the meaning assigned same meanings ascribed thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.
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thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon Each Incremental Term Loan Bank and the respective dates thereof Borrower acknowledge and agree that, with respect to the Incremental Term Loan Commitment provided by such Incremental Term Loan Bank pursuant to this Agreement, such Incremental Term Loan Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be (a) endorsed by due and payable to such Incremental Term Loan Bank on the holder hereof effective date of this Agreement. Each Incremental Term Loan Bank, to the extent that it is not already a Bank under the Credit Agreement, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Bank under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Bank, and (vi) in the case of each such Incremental Term Loan Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be attached fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which the parties hereto have executed a counterpart of this Agreement and made a part hereof or delivered same to the Administrative Agent at the Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be incurred as and subject to the conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (bi) otherwise recorded all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 14.12 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations Credit Agreement. Very truly yours, [NAME OF BANK] By Name: Title: Agreed and Accepted this day of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower : CONSOLIDATED CONTAINER COMPANY LLC By: Name: Title: LENDER[NAMES OF GUARANTORS]1 By: [·] New York, New York PRINCIPAL AMOUNTName: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, Title: DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions By: Name: Title: By: Name: Title: 1 Insert signature blocks for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofGuarantor.
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thereof. The Incremental Lender, the Borrower and the Administrative Agent each acknowledges and agrees that the Incremental Term Loan provided pursuant to this Agreement shall constitute a “Term Loan” for all purposes of the Credit Agreement and the other applicable Loan Documents. Furthermore, each of the parties to this Agreement hereby waives diligenceagrees that (i) the Incremental Term Loan shall be subject to the terms set forth on Annex I hereto, presentment(ii) except as otherwise expressly set forth LEGAL02/37925895v4 herein, demandthe Incremental Term Loan shall be on the same terms and conditions as the Term Loan A-3 under the Credit Agreement and (iii) the Incremental Term Loan shall constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, protest together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iii) irrevocably authorizes the Administrative Agent to take such action on its behalf under this Agreement, the other Loan Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties as are specifically delegated to or required of the Administrative Agent by the terms thereof and such other powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement and the other notices Loan Documents are required to be performed by it as a Lender. In order to effect the Incremental Term Loan as contemplated hereby, each party hereto acting pursuant to Section 2.24(d) of the Credit Agreement hereby agrees that the Credit Agreement is hereby amended by replacing the amount “$182,580,588.57” in Section 2.9(g)(iii) with “$197,580,588.57”. Upon the date of (i) the execution of a counterpart of this Agreement by the Incremental Lender, the Administrative Agent, the Borrower and each Guarantor, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other form of electronic transmission permitted under the Credit Agreement) hereof, (iii) the payment of any kind. The nonexercise fees as agreed between Borrower and SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. (“STRH”) set forth in paragraph C(b)(i) of that certain Engagement Letter, dated November 14, 2016 by and between Borrower and STRH, and (iv) the holder hereof satisfaction (or waiver in writing) of any other conditions precedent set forth in Section 5 of its rights hereunder in any particular instance Annex I hereto (such date, the “Agreement Effective Date”) the Incremental Lender shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by fund the holder hereof (i) Incremental Term Loan on the schedule attached hereto terms, and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and in this Agreement and (b) have all of July [·]the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. As of the Agreement Effective Date, 2014 and after giving effect to the transactions contemplated by this Agreement, the aggregate outstanding principal amount of the Term Loans held by each of the Lenders are set forth on Annex II. Each of the Borrower and each Guarantor acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Facility (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents created hereunder and (ii) interest at all such Obligations (including the rate or rates per annum as Incremental Term Loan) shall constitute (and be included in the definition of) “Secured Obligations” under the Credit Agreement and be entitled to the benefits of the respective Collateral Documents and the Guaranty Agreement as, and to the extent, provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the and in such other Loan Documents. The Borrower promises to pay interestmay accept this Agreement by signing the enclosed copies in the space provided below, on demand, on any overdue principal and, and returning one copy of same to the extent permitted Incremental Lender and one copy to the Administrative Agent before the close of business on March 21, 2018. If the Borrower does not so LEGAL02/37925895v4 accept this Agreement by lawsuch time, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one obligations of the Notes referred Incremental Lender to provide the Incremental Term Loan as set forth in this Agreement shall be deemed canceled and of no force or effect. After the Credit execution and delivery to the Administrative Agent of a fully executed copy of this Agreement that(including by way of counterparts and by facsimile transmission) by the parties hereto, among other thingsthis Agreement may only be changed, contains provisions modified or varied by written instrument in accordance with the requirements for the acceleration modification of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior Loan Documents pursuant to the maturity hereof and for the amendment or waiver of certain provisions Section 10.2 of the Credit Agreement. LEGAL02/37925895v4 Very truly yours, all upon BANC OF CALIFORNIA By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: SVP Market Executive Signature Page to Incremental Facility Agreement (March 2018) Agreed and Accepted as of the terms date first written above: SUNTRUST BANK, as Administrative Agent, Issuing Bank and conditions therein specifiedSwingline Lender By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Signature Page to Incremental Facility Agreement (March 2018) Agreed and Accepted as of the date first written above: ENCORE CAPITAL GROUP, INC. This Note is secured By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Financial Officer Signature Page to Incremental Facility Agreement (March 2018) Each Guarantor acknowledges and guaranteed as provided in agrees to each the Credit foregoing provisions of this Incremental Facility Agreement and the Security Documents. Reference is hereby made to the Credit Agreement establishment of the Incremental Term Loan and the Security Documents for a description of the properties and assets in which a security interest has been grantedObligations incurred related thereto. MIDLAND CREDIT MANAGEMENT, the nature and extent of the security and guaranteesINC. MIDLAND FUNDING LLC MIDLAND PORTFOLIO SERVICES, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.INC. MIDLAND FUNDING NCC-2 CORPORATION MIDLAND INTERNATIONAL LLC MRC RECEIVABLES CORPORATION ASSET ACCEPTANCE CAPITAL CORP. ASSET ACCEPTANCE, LLC ATLANTIC CREDIT & FINANCE, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ____ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Treasurer MIDLAND INDIA LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ____ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: President ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT, LLC ATLANTIC CREDIT & FINANCE SPECIAL FINANCE UNIT III, LLC By: /s/ ▇▇▇▇ ▇▇▇▇ ____ Name: ▇▇▇▇ ▇▇▇▇ Title: Secretary Signature Page to Incremental Facility Agreement (March 2018)
Appears in 1 contract
Sources: Incremental Facility Agreement (Encore Capital Group Inc)
thereof. The Borrower hereby waives diligence, presentment, demand, protest All “Loans” made and all other notices of any kind. The nonexercise “Obligations” incurred under the Existing Credit Agreement which are outstanding on the Restatement Effective Date shall continue as Loans and Obligations under (and shall be governed by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by terms of) this note and all payments and prepayments of the principal hereof and interest hereon Agreement and the respective dates thereof shall be other Loan Documents. Without limiting the foregoing, upon the effectiveness hereof: (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder all references in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay Loan Documents” (as defined in the Existing Credit Agreement) to the Lender set forth above (the “LenderAdministrative Agent”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having ” and the meaning assigned thereto in “Loan Documents” shall be deemed to refer to the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent this Agreement and Issuing Bankthe Loan Documents, (b) (i) the principal amounts set forth in the Credit Agreement with respect all obligations constituting “Obligations” owed to the Term Loans made by the any Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents any Affiliate of any Lender which are outstanding on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Restatement Effective Date shall continue as Obligations under this Agreement or and the other Loan Documents. The Borrower promises to pay interest, on demand(c) the Administrative Agent shall make such reallocations, on any overdue principal andsales, to assignments or other relevant actions in respect of each Lender’s Revolving Credit Exposure under the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Existing Credit Agreement or the other Loan Documents. This Note is one as are necessary in order that each such Lender’s Revolving Credit Exposure and outstanding Loans hereunder reflects such Lender’s Applicable Percentage of the Notes referred outstanding aggregate Revolving Credit Exposures on the Restatement Effective Date and (e) the Borrowers hereby agree to compensate each Lender for any and all losses, costs and expenses incurred by such Lender in connection with the Credit Agreement that, among other things, contains provisions for sale and assignment of any Eurocurrency Loans (including the acceleration of “Eurocurrency Loans” under the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Existing Credit Agreement) and such reallocation described above, all upon in each case on the terms and conditions therein specified. This Note is secured and guaranteed as provided in the manner set forth in Section 2.16 hereof (unless waived by any Lender with Revolving Credit Agreement and Exposure under the Security Documents. Reference is hereby made to the Existing Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereofAgreement).
Appears in 1 contract
Sources: Credit Agreement (Ametek Inc/)
thereof. The Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon Each Incremental Term Loan Bank and the respective dates thereof Borrower acknowledge and agree that, with respect to the Incremental Term Loan Commitment provided by such Incremental Term Loan Bank pursuant to this Agreement, such Incremental Term Loan Bank shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be (a) endorsed by due and payable to such Incremental Term Loan Bank on the holder hereof effective date of this Agreement. Exhibit M Each Incremental Term Loan Bank, to the extent that it is not already a Bank under the Credit Agreement, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Bank under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which Bank, and (vi) in the case of each such Incremental Term Loan Bank organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 4.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be attached fully secured pursuant to the Security Documents in accordance with the terms and provisions thereof. Each Guarantor acknowledges and agrees that all Obligations with respect to Incremental Term Loans shall be fully guaranteed pursuant to the relevant Guaranty in accordance with the terms and provisions thereof and shall be fully secured pursuant to the Security Documents in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which the parties hereto have executed a counterpart of this Agreement and made a part hereof or delivered same to the Administrative Agent at the Notice Office. Incremental Term Loans pursuant to the incremental Term Loan Commitments undertaken pursuant hereto shall be incurred as and subject to the conditions set forth in the definition of Incremental Term Loan Commitment Requirements and the additional conditions set forth in Section 1.15 of the Credit Agreement, including, without limitation, the conditions that (bi) otherwise recorded all fees required to be paid in connection herewith have been paid and (ii) the conditions precedent set forth in Annex II hereto have been satisfied. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Term Loan Commitments set forth in its internal records; providedthis Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 14.12 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations Credit Agreement. * * * Exhibit M THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Very truly yours, [NAME OF BANK] By Name: Title: Agreed and Accepted this day of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower : CONSOLIDATED CONTAINER COMPANY LLC By: Name: Title: LENDER[NAMES OF GUARANTORS]1 By: [·] New York, New York PRINCIPAL AMOUNTName: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, Title: DEUTSCHE BANK TRUST COMPANY AMERICAS as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan DocumentsBy: Name: Title: By: Name: Title: 1 Insert signature blocks for each Guarantor. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.ANNEX I
Appears in 1 contract
Sources: Credit Agreement
thereof. [Each Incremental A Term Lender and the Borrower acknowledge and agree that, with respect to the Incremental A Term Commitment provided by such Incremental A Term Lender pursuant to this Agreement, such Incremental A Term Lender shall receive an upfront fee equal to that amount set forth opposite its name on Annex I attached hereto, which upfront fee shall be due and payable to such Incremental A Term Lender on the effective date of this Agreement.] Each Incremental A Term Lender, to the extent that it is not already a Lender under the Credit Agreement, (i) confirms that it is an Eligible Transferee, (ii) confirms that it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iv) appoints and authorizes the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Syndication Agent, the Documentation Agent, the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (vi) in the case of each such Incremental A Term Lender organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 3.04(b) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. The Borrower hereby waives diligenceacknowledges and agrees that all Obligations with respect to Incremental A Term Loans made pursuant to an Incremental A Term Commitment shall be secured pursuant to the Pledge Agreement in accordance with the terms and provisions thereof. Each Parent Company acknowledges and agrees that all Obligations with respect to A Term Loans made pursuant to an Incremental A Term Commitment shall be fully guaranteed pursuant to the Subsidiary Guaranty in accordance with the terms and provisions thereof and shall be secured pursuant to the Pledge Agreement in accordance with the terms and provision thereof. The effective date of this Agreement shall be the date on which (i) the parties hereto have executed a counterpart of this Agreement and delivered same to the Administrative Agent at the Notice Office, presentment, demand, protest (ii) all fees required to be paid in connection herewith have been paid and (iii) the Incremental Commitment Requirements and all other notices conditions set forth in the Credit Agreement (including Section 1.15 thereof), which date shall be no later than June 30, 2004. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of any kindsame to us before the close of business on , . The nonexercise If you do not so accept this Agreement by such time, our Incremental A Term Commitments set forth in this Agreement shall be deemed cancelled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by fax) by the holder hereof parties hereto, this Agreement may only be changed, modified or varied by written instrument in accordance with the requirements for the modification of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Credit Documents pursuant to Section 11.12 of the principal hereof Credit Agreement. Very truly yours, [NAME OF LENDER] By Name: Title: Agreed and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; providedAccepted this day of , however: FAIRPOINT COMMUNICATIONS, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteINC. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER[NAMES OF OTHER CREDIT PARTIES](1) By: [·] New York, New York PRINCIPAL AMOUNTName: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGTitle: DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.By: Name: Title:
Appears in 1 contract
thereof. The Each Incremental Lender, the Borrower hereby waives diligenceand the Administrative Agent acknowledge and agree that the Incremental Commitments provided pursuant to this Agreement shall constitute Incremental Commitments and, presentmentupon the Agreement Effective Date (as hereinafter defined), demandthe Incremental Commitment of each Incremental Lender shall become, protest or in the case of an existing Lender, shall be added to (and thereafter become a part of), the Commitment of such Incremental Lender. Each Incremental Lender, the Borrower and the Administrative Agent further agree that, with respect to the Incremental Commitment provided by each Incremental Lender pursuant to this Agreement, such Incremental Lender shall receive from the Borrower such upfront fees, and/or other fees, if any, as may be separately agreed to in writing with the Borrower and the Administrative Agent, all other notices of any kindwhich fees shall be due and payable to such Incremental Lender on the terms and conditions set forth in each such separate agreement. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Furthermore, each of the principal hereof parties to this Agreement hereby agree to the terms and interest hereon and conditions set forth on Annex I hereto in respect of each Incremental Commitment provided pursuant to this Agreement. Each Incremental Lender party to this Agreement, to the respective dates thereof shall be (a) endorsed by extent not already a party to the holder hereof Term Loan Agreement as a Lender thereunder, (i) on the schedule attached hereto and made a part hereof or confirms that it is an Eligible Assignee, (ii) confirms that it has received a copy of the Term Loan Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Term Loan Agreement, (iii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Term Loan Agreement and the other Credit Documents, (iv) appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Term Loan Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (v) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Term Loan Agreement and the other Credit Documents are required to be performed by it as a continuation thereof which Lender, and (vi) in the case of each Incremental Lender organized under the laws of a jurisdiction outside the United States, attaches the forms and/or Certificate Re: Non-Bank Status referred to in Section 2.19(d)(ii) of the Term Loan Agreement, certifying as to its entitlement as of the date hereof to a complete exemption from United States withholding taxes with respect to all payments to be made to it by the Borrower under the Term Loan Agreement and the other Credit Documents. Upon the date of (i) the execution of a counterpart of this Agreement by each Incremental Lender, the Administrative Agent, the Borrower and each Guarantor Subsidiary, (ii) the delivery to the Administrative Agent of a fully executed counterpart (including by way of facsimile or other electronic transmission) hereof, (iii) the payment of any fees then due and payable in connection herewith and (iv) the satisfaction of any other conditions precedent set forth in Section 3 of Annex I hereto (such date, the “Agreement Effective Date”), each Incremental Lender party hereto (i) shall be attached obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the conditions, set forth in the Term Loan Agreement and in this Agreement and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other applicable Credit Documents. The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, all Incremental Term Loans made pursuant thereto, and (ii) all such Obligations (including all such Incremental Term Loans) shall be entitled to the benefits of the Pledge and Security Agreement, the other Collateral Documents and the Guaranty. Each Guarantor Subsidiary acknowledges and agrees that all Obligations with respect to the Incremental Commitments provided hereby and all Incremental Term Loans made pursuant thereto shall (i) be fully guaranteed pursuant to the Guaranty as, and to the extent, provided therein and in the Term Loan Agreement and (ii) be entitled to the benefits of the Credit Documents as, and to the extent, provided therein and in the Term Loan Agreement. Attached hereto as Annex II is the officer’s certificate certifying the conditions set forth in Section 2.23(a) of the Term Loan Agreement have been satisfied (together with calculations demonstrating same (where applicable) in reasonable detail). [Attached hereto as Annex III [is an opinion] [are opinions] of [insert name or names of counsel, including in-house counsel, who will be delivering opinions], counsel to the respective Credit Parties, delivered pursuant to Section 2.3(a) of the Term Loan Agreement.] [Attached hereto as Annex IV are true and made a part hereof or (bcorrect copies of officers’ certificates, board of director resolutions and good standing certificates of the Credit Parties required, and as requested by the Administrative Agent, to be delivered pursuant to Section 2.3(a) otherwise recorded of the Term Loan Agreement.] You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such holder time, our Incremental Commitments set forth in its internal records; providedthis Agreement shall be deemed canceled. After the execution and delivery to the Administrative Agent of a fully executed copy of this Agreement (including by way of counterparts and by facsimile or other electronic transmission) by the parties hereto, howeverthis Agreement may only be changed, that modified or varied by written instrument in accordance with the failure requirements for the modification of Credit Documents pursuant to Section 10.5 of the holder hereof to make such a notation or Term Loan Agreement. In the event of any error in such notation shall not affect conflict between the obligations terms of this Agreement and those of the Borrowers under Term Loan Agreement, the terms of the Term Loan Agreement shall control. Very truly yours, [NAME OF EACH INCREMENTAL LENDER] By: Name: Title: Agreed and Accepted this note. [Signature Page Follows] CACTUS WELLHEADday of , LLC201 : REV GROUP, INC., as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGALLY BANK, as Administrative AgentAgent By: Name: Title: By: Name: Title: Signature Page to Incremental Commitment Agreement [NAME OF EACH ISSUING BANK], Collateral Agent as [an] [the] Issuing Bank By: Name: Title: ALLY BANK, as Swing Line Lender By: Name: Title: Signature Page to Incremental Commitment Agreement Each Guarantor Subsidiary acknowledges and Issuing Bank) (i) agrees to each the principal amounts set forth in the Credit foregoing provisions of this Incremental Commitment Agreement with respect and to the incurrence of the Incremental Term Loans to be made by the Lender pursuant thereto. [EACH GUARANTOR SUBSIDIARY], as a Guarantor Subsidiary By: Name: Title: Signature Page to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Incremental Commitment Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.
Appears in 1 contract
thereof. The Borrower hereby waives diligenceEach Incremental Term Loan Lender acknowledges and agrees that the Incremental Term Loan Commitments provided pursuant to this Agreement, presentmentin the aggregate amount for the Class of Incremental Term Loan Commitments as set forth on Annex I hereto ("Class"), demandshall constitute Incremental Term Loan Commitments of such Class (as specified in said Annex I) under, protest and all other notices of any kindas defined in, the Credit Agreement. The nonexercise by Each Incremental Term Loan Lender agrees that, with respect to the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof Class provided by it pursuant to this Agreement, the Applicable Rate, Maturity Date or Dates, additional limitations on prepayments, if any, additional conditions precedent and interest hereon and fees for Incremental Term Loans of the respective dates thereof Class shall be (a) endorsed by the holder hereof as set forth on Annex I hereto. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made a part hereof or the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become an Incremental Term Loan Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, Documentation Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent and the Documentation Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Documentation Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as an Incremental Term Loan Lender, and (v) in the case of each lending institution organized under the laws of a continuation thereof jurisdiction outside the United States, attaches the forms prescribed by the Internal Revenue Service of the United States, certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be made under the Credit Agreement and the other Credit Documents. Upon the execution of a counterpart of this Agreement by the Administrative Agent, the Documentation Agent and the United States Borrower, the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by fax) hereof and the payment of any fees (including, without limitation, fees payable pursuant to the immediately preceding paragraph) required in connection herewith and which are then due and payable, each Incremental Term Loan Lender party hereto shall become an Incremental Term Loan Lender pursuant to the Credit Agreement and, to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. You may accept this Agreement by signing the enclosed copies in the space provided below, and returning one copy of same to us before the close of business on , . If you do not so accept this Agreement by such time, your Incremental Term Loan Commitments set forth in this Agreement shall be attached hereto deemed cancelled. After the execution and made delivery to the Administrative Agent of a part hereof fully executed copy of this Agreement (including by way of counterparts and by fax) by the parties hereto, this Agreement may only be changed, modified or (b) otherwise recorded varied by such holder written instrument in its internal records; provided, however, that accordance with the failure requirements for the modification of Credit Documents pursuant to Section 10.02 of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this noteCredit Agreement. Very truly yours, [Signature Page FollowsNAME OF LENDER] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDERAgreed and Accepted this day of , : [·] New YorkUNIVISION COMMUNICATIONS INC. By: Name: Title: UNIVISION OF PUERTO RICO INC. By: Name: Title: THE CHASE MANHATTAN BANK as Administrative Agent By: Name: Title: BNP PARIBAS, New York PRINCIPAL AMOUNTas Documentation Agent By: [·] [Date] FOR VALUE RECEIVED, Name: Title: By: Name: Title: Each of the undersigned CACTUS WELLHEADSubsidiary Guarantors hereby acknowledge and agree that the Incremental Term Loan incurred as contemplated by this Agreement constitutes "Guaranteed Obligations" under the Subsidiary Guaranty and that the Subsidiary Guaranty, LLC, a Delaware limited liability company and its obligations thereunder remain in full force and effect.1 [NAME OF SUBSIDIARY GUARANTOR] By: Name: Title: Not required if Guarantee Release conditions are satisfied. ANNEX I TO EXHIBIT D ANNEX FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT CLASS [ ] ("the “Borrower”"CLASS"), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.
Appears in 1 contract
thereof. The This Second Incremental Loan Assumption Agreement constitutes the Borrower’s written request to the Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by notifies the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof Administrative Agent that: (i) on the schedule attached hereto and made a part hereof or amount of the Incremental Loan Commitments being requested is $52,000,000, (ii) the date on a continuation thereof which shall such Incremental Loan Commitments are requested to be attached hereto effective is November 26, 2010, and made a part hereof or (biii) otherwise recorded by such holder in its internal records; provided, however, Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the failure Incremental Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement, in the aggregate amount set forth on Annex I hereto, shall constitute Commitments under the Credit Agreement for Other Loans increasing the amount of the holder hereof Commitments in effect immediately prior to make such a notation or any error in such notation shall not affect the obligations effectiveness of this Second Incremental Loan Assumption Agreement. Each of the Borrowers under parties to this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), Second Incremental Loan Assumption Agreement hereby promises to pay agrees to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Other Loans provided pursuant to this Second Incremental Loan Assumption Agreement. Each Incremental Lender party to this Second Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement dated and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Second Incremental Loan Assumption Agreement and to become an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Lender or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iii) appoints and authorizes each of July [·]the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, 2014 as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform, in accordance with their terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each Incremental Lender (if any) that is a Foreign Lender, attaches the documentation required under Section 2.15(e) of the Credit Agreement. This Second Incremental Loan Assumption Agreement, and the Incremental Loan Commitments provided hereunder, shall become effective on the date (the “Incremental Loan Closing Date”) upon which all of the conditions set forth in Section 3 of Annex I hereto are satisfied. Upon the Incremental Loan Closing Date, each Incremental Lender party hereto shall automatically become a Lender pursuant to the Credit Agreement and, except as otherwise expressly provided in Section 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Loan Documents. The Administrative Agent shall promptly notify each Lender of the occurrence of the Incremental Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement, including any Other Loans made pursuant to the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. Each Guarantor hereby acknowledges and agrees that (i) its consent to this Second Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Second Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Second Incremental Loan Assumption Agreement, such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto all of which are hereby ratified, confirmed and affirmed in the Credit Agreementall respects, (iv) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement all Obligations with respect to the Term Incremental Loan Commitments provided pursuant to this Second Incremental Loan Assumption Agreement and any Other Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Incremental Loan Documents and Commitments shall be (iix) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower fully guaranteed pursuant to the Credit Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of, the Security Documents, (v) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from any Guarantor (other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal andthan, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions expressly required under Section 9.08 of the Credit Agreement, all upon Holdings) and without affecting the terms and conditions therein specifiedvalidity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Note is secured Second Incremental Loan Assumption Agreement may be executed in any number of counterparts and guaranteed by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Second Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as provided delivery of a manually executed counterpart of this Second Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Second Incremental Loan Assumption Agreement by the parties hereto, this Second Incremental Loan Assumption Agreement may be changed, modified or varied only by written instrument in accordance with the requirements for the modification of any Loan Document pursuant to Section 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Second Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Second Incremental Loan Assumption Agreement is intended to be solely for the Security Documentsbenefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. Reference is hereby made The Borrower may accept this Second Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Second Incremental Loan Assumption Agreement to the Credit Administrative Agent before 8:00 p.m. (New York City time) on November 24, 2010. If the Borrower does not so accept this Second Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Second Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., as Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Title: Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Each Guarantor acknowledges and agrees to the Security Documents for a description foregoing provisions of the properties Second Incremental Loan Assumption Agreement, specifically including the acknowledgments and assets in which a security interest has been granted, agreements made by it pursuant to the nature and extent ninth paragraph of the security Second Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and guaranteesas Guarantor RENTECH SILVAGAS LLC, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇ Title: CFO & Executive Vice President
Appears in 1 contract
Sources: Second Incremental Loan Assumption Agreement (Rentech Inc /Co/)
thereof. Each Incremental Lender acknowledges and agrees that the Incremental Commitments provided under this Agreement, in the aggregate amount set forth on Annex I, constitute Commitments under, and as defined in, the Credit Agreement. Each Incremental Lender agreeing to provide an Incremental Commitment pursuant to this Agreement, the Borrower and the Administrative Agent acknowledges and agrees that, upon the incurrence of Loans pursuant to the Incremental Commitments provided pursuant to this Agreement, such Loans shall constitute Loans for all purposes of the Credit Agreement and the other Loan Documents. The Borrower hereby waives diligenceshall pay to each Incremental Lender the upfront fee, presentmentif any, demandas has been separately agreed, protest which upfront fee will be due and all other notices of any kindpayable as has been separately agreed. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by Each Incremental Lender party to this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Loan Documents, together with copies of the financial statements referred to in the Credit Agreement and any such other documents and information that it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it deems appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take any action as agent on its behalf and to exercise any powers under the Loan Documents that are delegated to the Administrative Agent by the terms of the Loan Documents, together with all powers that are reasonably incidental thereto, (iv) agrees that it shall perform in accordance with their terms all of the obliga-tions which by the terms of the Credit Agreement are required to be performed by it as a continuation Lender, and (v) in the case of each lending institution not already a Lender, attaches the applicable forms required under Section 5.11(f) of the Credit Agreement. Upon the date of (i) the execution of a counterpart of this Agreement by the Incremental Lenders, the Borrower, and, unless such Incremental Lender is already a Lender or is an Affiliate of a Lender, the Administrative Agent and the delivery thereof which to the Administrative Agent (including by facsimile and counterparts), (ii) the payment of any fees required in connection herewith and (iii) the satisfaction of the conditions precedent set forth in Section 5.13 of the Credit Agreement (such date, the “Agreement Effective Date”) each Incremental Lender (x) will become a party to the Credit Agreement if it is not already a party thereto, (y) shall be attached hereto obligated to make Loans provided to be made by it, as provided in this Agreement, and acquire participations in Letters of Credit in such amounts as will not cause its Credit Exposure at any time to exceed its Commitment, as provided in this Agreement, on the terms, and subject to the conditions, set forth herein and in the Credit Agreement and (z) to the extent provided in this Agreement, will have the rights and obligations of a Lender under the Credit Agreement and the other Loan Documents. Nothing contained in this Incremental Commitment Agreement shall, or shall be interpreted to, limit any rights or obligations of any Incremental Lender under the Credit Agreement with respect to any already existing Commitment(s). The Borrower acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Commitments provided hereby including, without limitation, any Loans made a part hereof or pursuant thereto and (bii) otherwise recorded by all such holder in its internal records; provided, however, that Obligations (including any such Loans) shall be entitled to the failure benefits of the holder hereof Security Documents. You may accept this Agreement by executing the enclosed copies in the space provided below, and returning an executed copy to make such us before the close of business on __________ __, _____. If you do not so accept this Agreement by that time, our Incremental Commitments set forth in this Agreement will be deemed cancelled. After the execution and delivery to the Administrative Agent of a notation fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the parties hereto, this Agreement will constitute a Loan Document and may only be changed, modified or any error varied by written instrument in such notation shall not affect accordance with the obligations requirements for the modification of Loan Documents pursuant to Section 12.2 of the Borrowers under Credit Agreement. Very truly yours, By Name: Title: Agreed and Accepted this note. [Signature Page Follows] CACTUS WELLHEAD___ day of __________, LLC, as Borrower ____: By: Name: Title: LENDERas Administrative Agent By: Name: Title:]1 1 To be included if Incremental Lender is not already a Lender or is not an Affiliate of a Lender. Incremental Commitment Amounts (as of the Agreement Effective Date): Total2 $[·____________________] New York$[____________________] 2 Must be at least $15,000,000 and not more than $200,000,000. The undersigned, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDon behalf of Cirrus Logic, the undersigned CACTUS WELLHEAD, LLCInc., a corporation organized under the laws of Delaware limited liability company (the “Borrower”), hereby promises to pay certifies to the Lender set forth above (Administrative Agent and the “Lender”) or its registered assignsLenders, in lawful money of the United States of America in immediately available funds on the dates set forth each as defined in the Credit Agreement dated as of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time referred to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AGbelow, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents and (ii) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon the terms and conditions therein specified. This Note is secured and guaranteed as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.follows:
Appears in 1 contract
Sources: Credit Agreement (Cirrus Logic Inc)
thereof. The Incremental Lender, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent each acknowledges and agrees that the Incremental Term Loan provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and “Term Loan” for all payments and prepayments purposes of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof (i) on the schedule attached hereto and made a part hereof or (ii) on a continuation thereof which shall be attached hereto and made a part hereof or (b) otherwise recorded by such holder in its internal records; provided, however, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), hereby promises to pay to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated as and the other applicable Loan Documents. Furthermore, each of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time the parties to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) this Agreement hereby agrees that (i) the principal amounts Incremental Term Loan shall be subject to the terms set forth in on Annex I hereto, (ii) except as otherwise expressly set forth herein, the Incremental Term Loan shall be on the same terms and conditions as the Term Loan A-3 under the Credit Agreement with respect to and (iii) the Incremental Term Loans made by the Lender to the Borrower pursuant to Loan shall constitute a “Term Loan A-3” for all purposes of the Credit Agreement and the other applicable Loan Documents. The Incremental Lender hereby (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and to become a Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iii) irrevocably authorizes the Administrative Agent to take such action on its behalf under this Agreement, the other Loan Documents and (ii) interest at any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties as are specifically delegated to or required of the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made Administrative Agent by the Lender to the Borrower pursuant to the Credit Agreement or the terms thereof and such other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one terms all of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions of the Credit Agreement, all upon obligations which by the terms and conditions therein specified. This Note is secured and guaranteed as provided in of the Credit Agreement and the Security Documentsother Loan Documents are required to be performed by it as a Lender. Reference is hereby made In order to effect the Incremental Term Loan as contemplated hereby, each party hereto acting pursuant to Section 2.24(d) of the Credit Agreement hereby agrees that the Credit Agreement is hereby amended by amending and the Security Documents for a description of the properties and assets restating Section 2.9(g) in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.its entirety to read as follows:
Appears in 1 contract
Sources: Incremental Facility Agreement (Encore Capital Group Inc)
thereof. The This Incremental Loan Assumption Agreement constitutes the Borrower’s written request to the Administrative Agent for Incremental Loan Commitments pursuant to Section 2.21(a) of the Credit Agreement (the “Incremental Loan Commitment Request”) and, in connection therewith, the Borrower hereby waives diligence, presentment, demand, protest and all other notices of any kind. The nonexercise by notifies the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments of the principal hereof and interest hereon and the respective dates thereof shall be (a) endorsed by the holder hereof Administrative Agent that: (i) on the schedule attached hereto and made a part hereof or amount of the Incremental Loan Commitments being requested is $20,000,000, (ii) the date on a continuation thereof which shall such Incremental Loan Commitments are requested to be attached hereto effective is July 23, 2010, and made a part hereof or (biii) otherwise recorded by such holder in its internal records; provided, however, Incremental Loan Commitments are commitments to make Other Loans. Each Incremental Lender acknowledges and agrees that the failure Incremental Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement, in the aggregate amount set forth on Annex I hereto, shall constitute Commitments under the Credit Agreement for Other Loans increasing the amount of the holder hereof Commitments in effect immediately prior to make such a notation or any error in such notation shall not affect the obligations effectiveness of this Incremental Loan Assumption Agreement. Each of the Borrowers under parties to this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVED, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “Borrower”), Incremental Loan Assumption Agreement hereby promises to pay agrees to the Lender set forth above (the “Lender”) or its registered assigns, in lawful money of the United States of America in immediately available funds on the dates terms and conditions set forth in the second preceding paragraph and on Annex I hereto in respect of each Incremental Loan Commitment and the Other Loans provided pursuant to this Incremental Loan Assumption Agreement. Each Incremental Lender party to this Incremental Loan Assumption Agreement (i) confirms that it has received a copy of the Credit Agreement dated and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Incremental Loan Assumption Agreement and to become an Incremental Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agent, any Lender or any other Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and the other Loan Documents, (iii) appoints and authorizes each of July [·]the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent, 2014 as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform, in accordance with their terms, all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, and (v) in the case of each Incremental Lender (if any) that is a Foreign Lender, attaches the documentation required under Section 2.15(e) of the Credit Agreement. This Incremental Loan Assumption Agreement, and the Incremental Loan Commitments provided hereunder, shall become effective on the date (the “Incremental Loan Closing Date”) upon which all of the conditions set forth in Section 3 of Annex I hereto are satisfied. Upon the Incremental Loan Closing Date, each Incremental Lender party hereto shall automatically become a Lender pursuant to the Credit Agreement and, except as otherwise expressly provided in Section 2 of Annex I hereto, shall have the rights and obligations of a Lender thereunder and under the other Loan Documents. The Administrative Agent shall promptly notify each Lender of the occurrence of the Incremental Loan Closing Date. The Borrower hereby acknowledges and agrees that (i) it shall be liable for all Obligations with respect to the Incremental Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement, including any Other Loans made pursuant to the Incremental Loan Commitments and (ii) all such Obligations shall be secured by the Collateral under, and be entitled to the benefits of, the Security Documents. Each Guarantor hereby acknowledges and agrees that (i) its consent to this Incremental Loan Assumption Agreement is not required, but each Guarantor nevertheless hereby agrees and consents to this Incremental Loan Assumption Agreement and to the documents and agreements referred to herein, (ii) notwithstanding the effectiveness of this Incremental Loan Assumption Agreement, such Guarantor’s Guarantee shall remain in full force and effect without modification thereto, (iii) nothing herein shall in any way limit any of the terms or provisions of any Guarantor’s Guarantee or any other Loan Document executed by any Guarantor (as the same may be amended, amended and restated, supplemented or otherwise modified from time to time), the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto all of which are hereby ratified, confirmed and affirmed in the Credit Agreementall respects, (iv) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Credit Agreement all Obligations with respect to the Term Incremental Loan Commitments provided pursuant to this Incremental Loan Assumption Agreement and any Other Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Incremental Loan Documents and Commitments shall be (iix) interest at the rate or rates per annum as provided in the Credit Agreement or the other Loan Documents on the unpaid principal amount of all the Term Loans made by the Lender to the Borrower fully guaranteed pursuant to the Credit Guarantee and Collateral Agreement in accordance with the terms and provisions thereof and (y) secured by the Collateral under, and be entitled to the benefits of, the Security Documents, (v) no other agreement, instrument, consent or document shall be required to give effect to this paragraph, and (vi) the Borrower, Holdings, the Agents and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from any Guarantor (other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal andthan, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions expressly required under Section 9.08 of the Credit Agreement, all upon Holdings) and without affecting the terms and conditions therein specifiedvalidity or enforceability of any Guarantor’s Guarantee or Collateral or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s Guarantee or Collateral. This Note is secured Incremental Loan Assumption Agreement may be executed in any number of counterparts and guaranteed by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Incremental Loan Assumption Agreement by telecopier or other electronic transmission shall be effective as provided delivery of a manually executed counterpart of this Incremental Loan Assumption Agreement. After the execution and delivery to the Administrative Agent of a fully executed copy of this Incremental Loan Assumption Agreement by the parties hereto, this Incremental Loan Assumption Agreement may be changed, modified or varied only by written instrument in accordance with the requirements for the modification of any Loan Document pursuant to Section 9.08(b) of the Credit Agreement. Neither the Borrower nor Holdings shall assign or delegate any of their respective rights or obligations under this Incremental Loan Assumption Agreement without the prior written consent of each of the other parties hereto (and any attempted assignment or delegation without such consent shall be null and void). This Incremental Loan Assumption Agreement is intended to be solely for the Security Documentsbenefit of the parties hereto, and is not intended to confer any benefits upon, or create any rights in favor of, any Person other than the parties hereto. Reference is hereby made The Borrower may accept this Incremental Loan Assumption Agreement by executing and delivering and returning a copy of this Incremental Loan Assumption Agreement to the Credit Administrative Agent before 8.00 p.m. (New York City time) on July 22, 2010. If the Borrower does not so accept this Incremental Loan Assumption Agreement by such time, the Incremental Loan Commitments set forth in this Incremental Loan Assumption Agreement shall be deemed automatically cancelled. Very truly yours, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ Title: Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Associate SPECIAL SITUATIONS INVESTING GROUP, INC., vas Incremental Lender By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ III Authorized Signatory HPS SENIOR LOAN FUND II L.P., as Incremental Lender By: HIGHBRIDGE PRINICIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director HIGHBRIDGE SENIOR LOAN HOLDINGS L.P., as Incremental Lender By: HIGHBRIDGE PRINCIPAL STRATEGIES, LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Managing Director AGREED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN RENTECH ENERGY MIDWEST CORPORATION, as Borrower By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ Vice President and Treasurer Each Guarantor acknowledges and agrees to the Security Documents for a description foregoing provisions of the properties Incremental Loan Assumption Agreement, specifically including the acknowledgments and assets in which a security interest has been granted, agreements made by it pursuant to the nature and extent ninth paragraph of the security Incremental Loan Assumption Agreement. RENTECH, INC., as Holdings and guaranteesas Guarantor RENTECH SILVAGAS LLC, the terms as Guarantor RENTECH DEVELOPMENT CORPORATION, as Guarantor RENTECH SERVICES CORPORATION, as Guarantor SILVAGAS CORPORATION, as Guarantor RENTECH ENERGY TECHNOLOGY CENTER, LLC, as Guarantor By: /s/ ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇ Chief Financial Officer and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Executive Vice President
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Sources: Incremental Loan Assumption Agreement (Rentech Inc /Co/)
thereof. The Borrower hereby waives diligenceEach Incremental Term Loan Lender agreeing to provide an Incremental Term Loan Commitment pursuant to this Agreement, presentment, demand, protest the Borrowers and all other notices of any kind. The nonexercise by the holder hereof of any of its rights hereunder in any particular instance Administrative Agent acknowledge and agree that the Incremental Term Loan Commitments provided pursuant to this Agreement shall not constitute a waiver thereof in that or any subsequent instance. All borrowings evidenced by this note and all payments and prepayments Incremental Term Loan Commitments of the principal hereof and interest hereon respective Tranche specified in Annex I attached hereto and, upon the incurrence of Incremental Term Loans pursuant to this Agreement, shall constitute Incremental Term Loans under such specified Tranche for all purposes of the Credit Agreement and the respective dates thereof other Credit Documents. Each Incremental Term Loan Lender and the Borrowers further agree that, with respect to the Incremental Term Loan Commitments provided by each Incremental Term Loan Lender pursuant to this Agreement, each Incremental Term Loan Lender shall receive such upfront fees, if any, as are specified in Annex I attached hereto, which upfront fees shall be due and payable to each Incremental Term Loan Lender upon the Agreement Effective Date (aas defined below) endorsed by the holder hereof or as otherwise specified in said Annex I. Each Incremental Term Loan Lender party to this Agreement (i) on confirms that it has received a copy of the schedule attached hereto Credit Agreement and made the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and, to the extent applicable, to become a part hereof or Lender under the Credit Agreement, (ii) agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a continuation thereof which shall Lender, and (v) in the case of each lending institution organized under the laws of a jurisdiction outside the United States, attaches the applicable forms described in Section 5.04(c) of the Credit Agreement certifying as to its entitlement to a complete exemption from United States withholding taxes with respect to all payments to be attached hereto made under the Credit Agreement and made the other Credit Documents. Upon the date of (i) the execution of a part hereof or (b) otherwise recorded counterpart of this Agreement by such holder Incremental Term Loan Lenders, the Administrative Agent and the Borrowers, (ii) the delivery to the Administrative Agent of a fully executed copy (including by way of counterparts and by facsimile) hereof, (iii) the payment of any fees required in its internal records; provided, however, that connection herewith and (iv) the failure satisfaction of the holder hereof to make conditions precedent set forth in Section 12 of Annex I hereto (such a notation or any error in such notation shall not affect the obligations of the Borrowers under this note. [Signature Page Follows] CACTUS WELLHEAD, LLC, as Borrower By: Name: Title: LENDER: [·] New York, New York PRINCIPAL AMOUNT: [·] [Date] FOR VALUE RECEIVEDdate, the undersigned CACTUS WELLHEAD, LLC, a Delaware limited liability company (the “BorrowerAgreement Effective Date”), hereby promises each Incremental Term Loan Lender party hereto agreeing to pay provide an Incremental Term Loan Commitment pursuant to this Agreement (i) shall be obligated to make the Incremental Term Loans provided to be made by it as provided in this Agreement on the terms, and subject to the Lender set forth above (the “Lender”) or its registered assignsconditions, in lawful money of the United States of America in immediately available funds on the dates set forth in the Credit Agreement dated and (ii) to the extent provided in this Agreement, shall have the rights and obligations of a Lender thereunder and under the other Credit Documents. The maximum number of drawings with respect to the Incremental Term Loan Commitments provided pursuant to this Agreement shall be as specified in Annex I attached hereto. Furthermore, any undrawn Incremental Term Loan Commitments provided pursuant to this Agreement shall expire on the date specified in Annex I attached hereto. The Borrowers acknowledge and agree that they shall be liable for all Obligations with respect to the Incremental Term Loan Commitments provided hereby including, without limitation, any Term Loans made pursuant thereto. By acknowledging this Agreement, each Credit Party hereby agrees that all Obligations with respect to the Incremental Term Loan Commitments shall be entitled to the benefits of July [·], 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein having the meaning assigned thereto in the Credit Agreement) among the Borrower, the lenders time to time party thereto and Credit Suisse AG, as Administrative Agent, Collateral Agent and Issuing Bank) (i) the principal amounts set forth in the Guaranty of such Credit Agreement with respect to the Term Loans made by the Lender to the Borrower pursuant to the Credit Agreement or the other Loan Documents Party and shall constitute Guaranteed Obligations and (ii) interest at each Security Document and shall constitute Obligations. You may accept this Agreement by executing the rate or rates per annum as provided enclosed copies in the Credit space provided below, and returning a copy of same to us before the close of business on January 18, 2013. If you do not so accept this Agreement or by such time, our Incremental Term Loan Commitments set forth in this Agreement shall be deemed cancelled. After the other Loan Documents on execution and delivery to the unpaid principal amount Administrative Agent of all the Term Loans made a fully executed copy of this Agreement (including by way of counterparts and by facsimile) by the Lender to parties hereto, this Agreement shall constitute a Credit Document and may only be changed, modified or varied by written instrument in accordance with the Borrower requirements for the modification of Credit Documents pursuant to the Credit Agreement or the other Loan Documents. The Borrower promises to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement or the other Loan Documents. This Note is one of the Notes referred to in the Credit Agreement that, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events, for optional and mandatory prepayment of the principal hereof prior to the maturity hereof and for the amendment or waiver of certain provisions Section 13.12 of the Credit Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. * * * Very truly yours, all upon the terms DEUTSCHE BANK TRUST COMPANY AMERICAS, as Incremental Term Loan Lender By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Agreed and conditions therein specified. This Note is secured and guaranteed Accepted this 17th day of January, 2013: BWAY HOLDING COMPANY By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President BWAY CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President NORTH AMERICA PACKAGING CORPORATION By: /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ Title: Vice President DEUTSCHE BANK TRUST COMPANY AMERICAS, as provided in the Credit Agreement and the Security Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a description of the properties and assets in which a security interest has been granted, the nature and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted and the rights of the holder of this Note in respect thereof.Administrative Agent By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Vice President Annex I TERMS AND CONDITIONS FOR INCREMENTAL TERM LOAN COMMITMENT AGREEMENT
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