Other Credit Parties. KAMD BUYER, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President CUSTOM SPINE ACQUISITION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President DIRECT SPINE SOURCE, LLC By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President OMNI ACQUISITION INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINE ASSOCIATION FOR EDUCATION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINE SELECT ACQUISITION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINAL ELEMENTS, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: Vice President Purchasers: METLIFE PRIVATE EQUITY HOLDINGS, LLC, as a Purchaser By: MetLife Investment Advisors, LLC Its: Investment Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director METLIFE INSURANCE K.K., as a Purchaser By: MetLife Investment Advisors, LLC Its: Investment Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director
Other Credit Parties means, with respect to any Guarantor, any and all of the Credit Parties other than such Guarantor. Each of the Guarantors is a Subsidiary or Affiliate of the Borrower and will receive not insubstantial benefits from the Amended and Restated Bridge Notes and the financial accommodations to be made, issued or entered into thereunder. Accordingly, the Guarantors hereby agree with the Collateral Agent for the benefit of the Holders as follows:
Other Credit Parties means any and all of the Credit Parties other than the Guarantor. The obligations of the Lenders to continue to extend credit under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantor of a Guarantee Agreement in the form hereof. As the indirect owner of 100% of the Capital Stock of the Borrower, the Guarantor acknowledges that it will derive substantial benefits from the extension of credit to the Borrower under the Credit Agreement. As consideration therefor and in order to induce the Lenders to make Loans and continue to issue the Letters of Credit, the Guarantor is willing to execute and deliver this Guarantee Agreement. Accordingly, the Guarantor, intending to be legally bound, hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:
Examples of Other Credit Parties in a sentence
The obligations of each Guarantor hereunder are several from those of the Other Credit Parties and are primary obligations concerning which each Guarantor is the principal obligor.
Each Guarantor hereby waives, only to the extent permitted by applicable law, presentment to, demand of payment from and protest to the Other Credit Parties of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that the Collateral Agent or any Holder protect, secure, perfect or insure any Lien or any property subject thereto.
Schedule 7.12 identifies, as of the Signing Date and the Restatement Date: (a) the direct and indirect ownership interest of each of the Credit Parties in each Subsidiary; (b) each Immaterial Subsidiary; (c) each Opco and Pending Opco, and (d) the Miscellaneous Other Credit Parties.
Each Guarantor hereby waives presentment to, demand of payment from and protest to the Other Credit Parties of any of the Guaranteed Obligations, and also waives promptness, diligence, notice of acceptance of its guarantee, any other notice with respect to any of the Guaranteed Obligations and this Agreement and any requirement that any Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto.
Subject to Section 5, Guarantor waives all right of contribution against the Other Credit Parties for payments made under this Guarantee Agreement.
More Definitions of Other Credit Parties
Other Credit Parties. PAPA XXXXXX’X INTERMEDIATE, INC., a Delaware corporation PAPA XXXXXX’X COMPANY STORES, INC., a Washington corporation By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Executive Officer Title: Chief Executive Officer PAPA XXXXXX’X INTERNATIONAL LLC, a Delaware limited liability company XXXXXX’X MARKETING SERVICES, INC., a Florida corporation By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Executive Officer Title: Chief Executive Officer PAPA XXXXXX’X WORLDWIDE LLC, a Delaware limited liability company By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Chief Executive Officer Address for notices for all such other Credit Parties: c/o PMI Holdings, Inc. 0000 X.X. Xxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Treasurer Facsimile: (000) 000-0000 Email: xxxxxx@xxxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Xxx Equity Partners, LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Attn: Yoo Xxx Xxx Facsimile: (000) 000-0000 Email: xxxx@xxxxxxxxxx.xxx with a copy to (which shall not constitute notice): Weil, Gotshal & Xxxxxx LLP 000 Xxxxx Xxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000 Email: xxxxxx.xxxx@xxxx.xxx
Other Credit Parties. COMSYS IT PARTNERS, INC., a Delaware corporation By: /s/ XXXXX X. XXXX Name: Title: Xxxxx X. Xxxx Senior Vice President—Corporate Development PFI CORP., a Delaware corporation By: /s/ XXXXX X. XXXX Name: Title: Xxxxx X. Xxxx Senior Vice President—Corporate Development ADMINISTRATIVE AGENT: XXXXXXX XXXXX CAPITAL, a division of Xxxxxxx Xxxxx Business Financial Services Inc., as Administrative Agent By: /s/ XXXXX X. XXXX Name: Title: Xxxxx X. Xxxx Vice President COLLATERAL AGENT: HERITAGE BANK, a Texas-chartered savings bank, as Collateral Agent By: /s/ XXXXX XXXXXXX Name: Title: Xxxxx Xxxxxxx, CFA Chief Executive Officer LENDERS: HIGHLAND FLOATING RATE ADVANTAGE FUND, as a Lender By: Highland Capital Management, L.P., its Investment Advisor By: /s/ R. XXXXXX XXXXXXXXX Name: Title: R. Xxxxxx Xxxxxxxxx Senior Vice President, Secretary HIGHLAND FLOATING RATE LIMITED LIABILITY COMPANY, as a Lender By: Highland Capital Management, L.P., its Investment Advisor By: /s/ R. XXXXXX XXXXXXXXX Name: Title: R. Xxxxxx Xxxxxxxxx Senior Vice President, Secretary ELF FUNDING TRUST I, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer GLENEAGLES TRADING LLC, as a Lender By: Name: Title: BLUE SQUARE FUNDING LIMITED SERIES 3, as a Lender By: /s/ XXXXXXX X’XXXXXX Name: Title: Xxxxxxx X’Xxxxxx Vice President LOAN FUNDING IV LLC, as a Lender By: Highland Capital Management, L.P., as Portfolio Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer RESTORATION FUNDING CLO, LTD., as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer HIGHLAND LOAN FUNDING V LTD., as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer XXX CAPITAL FUNDING LP, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer HIGHLAND LEGACY LIMITED, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer HIGHLAND OFFSHORE PARTNERS, L.P., as a Lender By: Highland Capital Manager, L.P., as General Partner By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Treasurer LOAN FUNDING VII LLC, as a Lender By: Highland Capital Management, L.P., as Collateral Manager By: /s/ XXXXX XXXXXXXX Name: Title: Xxxxx Xxxxxxxx Tre...
Other Credit Parties. KAMD BUYER, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President CUSTOM SPINE ACQUISITION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President DIRECT SPINE SOURCE, LLC By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President OMNI ACQUISITION INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINE ASSOCIATION FOR EDUCATION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINE SELECT ACQUISITION, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: President SPINAL ELEMENTS, INC. By: /s/ Xxxxxxxxxxx Xxxxxxxx Name: Xxxxxxxxxxx Xxxxxxxx Title: Vice President Agent: CORTLAND CAPITAL MARKET SERVICES LLC, as Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Associate Counsel Purchasers: METLIFE PRIVATE EQUITY HOLDINGS, LLC, as a Purchaser By: MetLife Investment Advisors, LLC Its: Investment Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director METLIFE INSURANCE K.K., as a Purchaser By: MetLife Investment Advisors, LLC Its: Investment Manager By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director EXHIBIT A Blackline of Amendment No. 6 to Second Lien Note Purchase Agreement [see attached] EXHIBIT A (DRAFT) CONFORMED COPY SECOND LIEN NOTE PURCHASE AGREEMENT 1, 2 Dated as of April 29, 2016 by and among KAMD MERGER SUB, INC., as the Initial Issuer, AMENDIA, INC., as the Issuer after the consummation of the Closing Date Merger, as the successor in-interest to the Initial Issuer by operation of law as a result of the Closing Date Merger, KAMD BUYER, INC., as Holdings, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, METLIFE PRIVATE EQUITY HOLDINGS, LLC and METLIFE INSURANCE K.K., as Purchasers, and CORTLAND CAPITAL MARKET SERVICES LLC, as Agent for the Purchasers 1 WARNING: THIS IN AN INFORMALLY PREPARED CONFORMED COPY TO REFLECT AMENDMENTS. IT IS MEANT FOR INITIAL REVIEW PURPOSES ONLY. REFERENCE MUST BE MADE TO THE DEFINITIVE ORIGINAL EXECUTED DOCUMENTS. THIS COPY MAY BE INCOMPLETE AND/OR CONTAIN ERRORS. 2 Reflects: Conformed version per Amendment No.2 to Second Lien Note Purchase Agreement dated as of July 12, 2018 as further modified by: (i) Amendment No.3 to Second Lien Note Purchase Agreement dated as of May 3, 2019; (ii) Amendment No. 4 to Second Lien Note Purchase Agreement dated as of June 7, 2019; and (iii) Amendment No. 5 to Second Lien Note Purchase Agreement dated as of June 13, 2019...
Other Credit Parties means, with respect to any Guarantor, any and all of the Credit Parties other than such Guarantor. Each of the Guarantors will be, at the time becoming a party hereto, a Subsidiary of the Company. As such, each Guarantor will receive not insubstantial benefits from the Company’s execution of the Credit Agreement and the consummation of the transactions set forth therein and the Loans, Letters of Credit and other financial accommodations to be made, issued or entered into thereunder and from the other financial accommodations to be made under the other Finance Documents. Accordingly, each Guarantor hereby agrees with the Administrative Agent for the benefit of the Secured Parties as follows:
Other Credit Parties means any and all of the Credit Parties other than the Guarantor. The Lenders have agreed to extend credit to the Borrower pursuant to, and upon the terms and subject to the conditions set forth in, the Credit Agreement. As the parent company of the Borrower, the Guarantor acknowledges that it will derive substantial benefits from the extension of credit to the Borrower under the Credit Agreement. The obligations of the Lenders to extend credit under the Credit Agreement are conditioned on, among other things, the execution and delivery by the Guarantor of an agreement in the form hereof. As consideration therefor and in order to induce the Lenders to make Loans, the Guarantor is willing to execute and deliver this Agreement. Accordingly, the Guarantor, intending to be legally bound, hereby agrees with the Administrative Agent, for the ratable benefit of the Secured Parties, as follows:
Other Credit Parties. TALBOTS CLASSICS, INC. By: /s/ Xxxxxxx X. X’Xxxxxxx, Xx. Name: Xxxxxxx X. X’Xxxxxxx, Xx. Title: Vice President FEIN: TALBOTS IMPORT, LLC By: /s/ Xxxxxxx X. X’Xxxxxxx, Xx. Name: Xxxxxxx X. X’Xxxxxxx, Xx. Title: Vice President FEIN: BIRCH POND REALTY CORPORATION By: /s/ Xxxxxxx X. X’Xxxxxxx, Xx. Name: Xxxxxxx X. X’Xxxxxxx, Xx. Title: Vice President FEIN: OTHER CREDIT PARTIES (cont’d): TALBOTS (CANADA), INC. By: /s/ Xxxxxxx X. X’Xxxxxxx, Xx. Name: Xxxxxxx X. X’Xxxxxxx, Xx. Title: Vice President FEIN: TALBOTS (CANADA) CORPORATION By: /s/ Xxxxxxx X. X’Xxxxxxx, Xx. Name: Xxxxxxx X. X’Xxxxxxx, Xx. Title: Vice President FEIN: Address for notices for all Credit Parties:
Other Credit Parties means those Persons listed on Schedule 1.03 attached hereto.