Common use of Acknowledgement and Consent to Bail Clause in Contracts

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 Form of Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of January 5, 2018, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manager.

Appears in 1 contract

Samples: Business Loan and Security Agreement (Vse Corp)

AutoNDA by SimpleDocs

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit 1 Institutions 137 EXHIBIT A - Notice of Payment Request EXHIBIT B - Notice of Borrowing EXHIBIT C - Notice of Continuation/Conversion EXHIBIT D-1 - Term A Note EXHIBIT D-2 - U.S. Term B Note EXHIBIT D-3 - Euro Term B Note EXHIBIT D-4 - Revolving Note EXHIBIT E - Solvency Certificate EXHIBIT F - Compliance Certificate EXHIBIT G - Assignment and Assumption EXHIBIT H-1 - Form of Request for Advance and Certification Exhibit 1(a) Trademark Security Agreement EXHIBIT H-2 - Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Patent Security Agreement EXHIBIT H-3 - Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Copyright Security Agreement EXHIBIT I - Form of Joinder Security Agreement Exhibit 7 Pricing Grid Exhibit 8 EXHIBIT J - Form of Assignment and Acceptance Guaranty EXHIBIT K - Escrow Agreement Exhibit 9 EXHIBIT L - U.S. Tax Compliance Certificate EXHIBIT M - Form of Incremental Facility Assumption Agreement Exhibit 10 Form Global Intercompany Note SCHEDULE 1 - Term Loan Commitments and Revolving Credit Commitments as of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter the Closing Date SCHEDULE 2.3 - Existing Letters of Credit Rights Schedule 7.7(a) Existing SCHEDULE 5.5 - Litigation SCHEDULE 5.10 - Subsidiaries SCHEDULE 5.17 - Capitalization SCHEDULE 6.11 - Transactions with Affiliates SCHEDULE 6.14 - Indebtedness Schedule 7.7(a)(vi) SCHEDULE 6.15 - Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or SCHEDULE 6.17 - Investments (to nonSCHEDULE 6.24 - Certain Post-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS Closing Obligations LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT This Loan Agreement is executed entered into as of January 5April 29, 20182016, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE WESTERN DIGITAL CORPORATION, a Delaware corporation, and certain other corporation (the “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement ”), the various institutions from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONtime party to this Agreement, as sole Lenders, and exclusive lead arranger JPMorgan Chase Bank, N.A., as administrative agent and sole and exclusive book running managercollateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”).

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsInstitutions 71 Section 9.20. 91 NAI-1513461614v2 Certain ERISA Matters. 71 SCHEDULES AND EXHIBITS SCHEDULE I – Commitment Schedule SCHEDULE II – Pricing Schedule Exhibit 1 Form A – Notice of Request for Advance and Certification Committed Borrowing Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 B – [Reserved] Exhibit 5 C – Competitive Bid Quote Request Exhibit D – Invitation for Competitive Bid Quotes Exhibit E – Competitive Bid Quote Exhibit F – Notice of Competitive Bid Borrowing Exhibit G – Notice of Conversion/Continuation Exhibit H-1 – Form of Quarterly Covenant Compliance/Non-Default Committed Note Exhibit H-2 – Form of Competitive Bid Note Exhibit I – Compliance Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 Form of J – Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 K – Designation Agreement Exhibit L – Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 NonExtension Agreement FIVE-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY YEAR CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5August 24, 20182018 among LOCKHEED XXXXXX CORPORATION, the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Syndication Agent, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Documentation Agents, JPMORGAN CHASE BANK, N.A., XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, CITIBANK, N.A., CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK and MIZUHO BANK, LTD., as Arrangers, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAAMERICA, a Pennsylvania state chartered bank)N.A., together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running managerAgent.

Appears in 1 contract

Samples: Assignment and Assumption (Lockheed Martin Corp)

Acknowledgement and Consent to Bail. In of EEA EAA<Affected> Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Institutions 98<114> SECTION 9.19 Transitional Arrangements 98<114> <SECTION 9.20 Acknowledgement Regarding Any Supported QFCs 115> SCHEDULES: Schedule EGL — Eligible Ground Leases Schedule ES — Excluded Subsidiaries Schedule 2.01A — Lenders; Commitments Schedule 2.01B — Swingline Lenders; Swingline Commitments Schedule 2.01C — Issuing Banks; Letter of Credit Commitments Schedule 2.06 — Existing Letters of Credit Schedule 3.05 — Unencumbered Properties Schedule 3.06 — Disclosed Matters Schedule 3.14 — Subsidiaries <Schedule 6.01 — Existing Indebtedness> <Schedule 6.02 — Existing Liens> EXHIBITS: Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A — Form of Assignment and Acceptance Agreement Assumption Exhibit 9 B — Form of Incremental Facility Assumption Agreement Borrowing Request Exhibit 10 C-1 — Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Compliance Certificate (For Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-2 — Form of U.S. Tax Compliance Certificate (For Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule Lenders That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-3 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit C-4 — Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Exhibit D-1 — Form of Revolving Loan Note Exhibit D-2 — Form of Swingline Loan Note Exhibit E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places — Form of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter Compliance Certificate <Exhibit F – Form of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH Covenant Waiver Period Pledge Agreement> <Exhibit G – Form of Intercreditor Agreement> AMENDED AND RESTATED BUSINESS LOAN AND SECURITY REVOLVING CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed (as of January 5amended, 2018restated, and is by and among (a) CITIZENS BANKextended, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement supplemented or otherwise modified from time to time; (c, this “Agreement”) VSE CORPORATIONdated as of January 11, 2018, among XHR LP, a Delaware corporationlimited partnership, the LENDERS party hereto, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A., as sole and exclusive lead arranger and sole and exclusive book running managerAdministrative Agent.

Appears in 1 contract

Samples: Revolving Credit Agreement (Xenia Hotels & Resorts, Inc.)

Acknowledgement and Consent to Bail. In of EEA Affected Financial InstitutionsInstitutions 161164 SECTION 9.24 Recovery of Erroneous Payments 161164 SECTION 9.25 Acknowledgement Regarding Any Supported QFCs 162165 ARTICLE X U.S. GUARANTY 163166 SECTION 10.01 Guaranty 163166 SECTION 10.02 Guaranty of Payment 163166 SECTION 10.03 No Discharge or Diminishment of U.S. Guaranty. 91 NAI-1513461614v2 163166 SECTION 10.04 Defenses Waived 164167 SECTION 10.05 Rights of Subrogation 165168 SECTION 10.06 Reinstatement; Stay of Acceleration 165168 SECTION 10.07 Information 165168 SECTION 10.08 Taxes 165168 SECTION 10.09 Maximum Liability 165168 SECTION 10.10 Contribution 166169 SECTION 10.11 Liability Cumulative 166169 SECTION 10.12 Common Enterprise 166169 ARTICLE XI THE BORROWER REPRESENTATIVE 167170 SECTION 11.01 Appointment; Nature of Relationship 167170 SECTION 11.02 Powers 167170 SECTION 11.03 Employment of Agents 167170 SECTION 11.04 Notices 167170 SECTION 11.05 Successor Borrower Representative 167170 SECTION 11.06 Execution of Loan Documents 168171 SECTION 11.07 Reporting 168171 v TABLE OF CONTENTS SCHEDULES AND EXHIBITS Schedules: Commitment Schedule Schedule 1.01 Tax Sharing Agreements Schedule 2.06 Existing Letters of Credit Schedule 3.05(a) Real Property Schedule 3.05(b) Intellectual Property Schedule 3.06 Flood Zones Schedule 3.07 Disclosed Matters Schedule 3.15 Insurance Schedule 3.16 Capitalization and Subsidiaries Schedule 4.01(n) Mortgaged Properties Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 6.04(m) Captive Insurance Company Investment Guidelines Schedule 6.07 Commodity Price Risk Management Guidelines Schedule 6.10 Existing Restrictions Schedule 9.04 Voting Participants Exhibits: Exhibit 1 A Form of Borrowing Request for Advance and Certification Exhibit 1(a) B Form of Issuance Request for Swing Line Loan Advance Exhibit 2 LIBOR Election C Form and Certification Exhibit 3 LIBOR of Interest Election Procedure and Requirements Request Exhibit 4 [Reserved] Exhibit 5 D Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Incremental Commitment Joinder Agreement Exhibit 7 Pricing Grid E-1 Form of Revolving Note Exhibit 8 E-2 Form of Swingline Note Exhibit E-3 Form of Term Note Exhibit F-1 Form of U.S. Tax Compliance Certificate Exhibit F-2 Form of U.S. Tax Compliance Certificate Exhibit F-3 Form of U.S. Tax Compliance Certificate Exhibit F-4 Form of U.S. Tax Compliance Certificate Exhibit G Form of Bank Product Provider Letter Exhibit H Form of Compliance Certificate Exhibit I Form of Assignment and Acceptance Agreement Assumption Exhibit 9 J Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of January 5, 2018, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manager.Joinder Agreement

Appears in 1 contract

Samples: Credit Agreement (Pilgrims Pride Corp)

Acknowledgement and Consent to Bail. In of EEA Affected Financial InstitutionsInstitutions 137143 Section 11.20. 91 NAI-1513461614v2 EXHIBITS Governing Law; Submission to Jurisdiction; Service of Process 138144 Section 11.21. Treatment of Certain Information, Confidentiality 145 Section 11.22. Acknowledgement Regarding Any Supported QFCs 146 Jury Trial Waiver 1148 iv TABLE OF CONTENTS Page Exhibit 1 A Form of Request for Advance and Certification Revolving Credit Note Exhibit 1(a) B Form of Request for Swing Line Loan Advance Note Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 C Form of Quarterly Covenant Compliance/Non-Default Term Note Exhibit D Form of Notice of Loan Exhibit E Form of Letter of Credit Request Exhibit F Form of Compliance Certificate Exhibit 6 G Form of Joinder Additional Borrower Assumption Agreement Exhibit 7 Pricing Grid Exhibit 8 H Form of Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 I-1 Form of Authorization SCHEDULES U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit J Form of DDTL Note Schedule A-1 1 Commitments of Lenders Schedule 2 Borrowers Schedule A-2 3 Guarantors of Payment Schedule 4 Pledged Securities Schedule 5 Mortgaged Real Property Schedule 5.8 Indebtedness Schedule 5.9 Liens Schedule 5.11 Permitted Investments Schedule 5.17 Affiliate Transactions Schedule 5.23 Restrictive Agreements Schedule 6.1 Corporate Existence; Subsidiaries; Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 6.4 Litigation and Administrative Proceedings Schedule 5.11 Primary U.S. Business 6.5 Real Estate Owned by the Companies Schedule 6.9 Locations Schedule 5.13(a) Under Funded Pension 6.11 Employee Benefits Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) 6.17 Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments 6.18 Insurance Schedule 5.17 Interests in Real Estate 6.19 Deposit Accounts and Securities Accounts Schedule 5.18 Labor Agreements 7.4 Pledged Notes Schedule 5.26 7.5 Commercial Tort Claims Schedule 5.27 Letter 8 Capital Maintenance Rules Schedule 9 Abstract Acknowledgement of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed as of January 5, 2018, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manager.Debt v

Appears in 1 contract

Samples: First Amendment Agreement (DMC Global Inc.)

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. 91 NAI-1513461614v2 Institutions 115 Section 9.26 Intercreditor Agreement 116 EXHIBITS AND SCHEDULES Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A Form of Assignment and Acceptance Agreement Exhibit 9 B Form of Incremental Facility Assumption Agreement Administrative Questionnaire Exhibit 10 C Form of Authorization SCHEDULES Borrowing Request Exhibit D Form of Solvency Certificate Exhibit E Form of Compliance Certificate Exhibit F-1 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-2 Form of U.S. Tax Compliance Certificate (Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-3 Form of U.S. Tax Compliance Certificate (Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit F-4 Form of U.S. Tax Compliance Certificate (Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit G Form of Note Schedule A-1 Borrowers 2.01 Commitments Schedule A-2 Foreign Borrowers 3.07(b) Licensing Agreements Schedule A-3 Non-Borrower 3.07(c) Real Property Schedule 3.08(a) Subsidiaries Schedule 3.17 Financing Statements and Other Filings Schedule 3.20 Insurance Schedule 3.25 Material Agreements Schedule 5.12 Deposit Accounts, Securities Accounts and Commodities Accounts Schedule 6.01 Indebtedness Schedule 6.02 Liens Schedule 6.04 Investments Schedule 6.07 Transactions with Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s9.01(a) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY Notices CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5December 31, 20182020 (as amended, restated, amended and is by and among (a) CITIZENS BANKrestated, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement supplemented or otherwise modified from time to time; , this “Agreement”), among TUESDAY MORNING, INC., a Texas corporation (c) VSE the “Borrower”), each of the Subsidiary Guarantors (as hereinafter defined), TUESDAY MORNING CORPORATION, a Delaware corporationcorporation (“Parent”), and certain other TMI HOLDINGS, INC., a Delaware corporation (Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement Intermediate Holdings”), the LENDERS party hereto from time to time; time and ALTER DOMUS (dUS) CITIZENS BANK, NATIONAL ASSOCIATIONLLC, as sole and exclusive lead arranger and sole and exclusive book running manageradministrative agent (in such capacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Credit Agreement (Tuesday Morning Corp/De)

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsInstitutions 154 Section 11.31 Dutch Legal Matters 155 #4848-6974-4858 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) [Intentionally Omitted] Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.10 Tax Returns and Payments Schedule 5.11 Real Property Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. 91 NAI-1513461614v2 Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit 1 A Form of Request for Advance and Certification Note Exhibit 1(a) B-1 Form of Request for Swing Line Loan Advance Notice of Borrowing Exhibit 2 LIBOR Election B-2 Form and Certification of Notice of Continuation or Conversion Exhibit 3 LIBOR Interest Election Procedure and Requirements C Notice of Withdrawal Exhibit 4 D [ReservedIntentionally Omitted] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate E [Intentionally Omitted] Exhibit 6 Form of Joinder Agreement F [Intentionally Omitted] Exhibit 7 Pricing Grid Exhibit 8 G Form of Assignment and Acceptance Agreement Exhibit 9 H [Intentionally Omitted] Exhibit I Form of Incremental Facility Assumption Intercompany Subordination Agreement Exhibit 10 J-1 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Compliance Certificate (For Foreign Borrowers Schedule A-3 NonLenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) #4848-Borrower Affiliates Schedule B Permitted 6974-4858 Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of Business/Books and Records Location(sU.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(aExhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non#4848-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non6974-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY 4858 This PRIMING FACILITY CREDIT AGREEMENT is executed entered into as of January 5December 28, 20182020 among the following: (i) GTT Communications, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAInc., a Pennsylvania state chartered bank), together with its successors and assigns Delaware corporation (the Citizens BankParent Guarantor”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (bii) certain other GTT Communications B.V., a company organized under the laws of the Netherlands (the “Borrower”); (iii) the lenders from time to time party hereto (each, a “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATIONcollectively, a Delaware corporation, and certain other the Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to timeLenders”); and (div) CITIZENS BANK, NATIONAL ASSOCIATIONDelaware Trust Company, as sole and exclusive lead arranger and sole and exclusive book running managerthe administrative agent (the “Administrative Agent”).

Appears in 1 contract

Samples: Priming Facility Credit Agreement (GTT Communications, Inc.)

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsInstitutions 164166 SCHEDULES Schedule 1 Lenders and Commitments Schedule 1.01(a) Agreed Security Principles Schedule 1.01(b) Existing Letters of Credit Schedule 1.01(c) Mortgaged Real Property Schedule 1.01(d) Restricted Subsidiaries and Immaterial Subsidiaries Schedule 1.01(e) Subsidiary Guarantors Schedule 1.01(f) Landing Site Schedule 1.01(g) Holding Company Merger Schedule 5.11 Real Property -viii- Schedule 5.15 Intellectual Property Schedule 5.22 Capitalization / Equity Interests Schedule 5.25(a)(i) U.S. Communications Licenses Schedule 5.25(a)(iii) Material Compliance Exceptions Schedule 5.25(a)(v) Compliance with CALEA, CPNI, USF Requirements Schedule 5.25(b)(i) Non-U.S. Communications Licenses Schedule 5.25(b)(iii) Material Compliance with Non-U.S. Communications Laws Schedule 5.25(b)(iv) Material Compliance with Non-U.S. Equivalents of CALEA, CPNI, USF, Etc. 91 NAI-1513461614v2 Schedule 6.15 Post-Closing Obligations Schedule 7.03 Permitted Liens / Liens in Existence Schedule 7.03(h) Key Customers Schedule 7.04 Permitted Indebtedness Schedule 7.04(q) Reimbursement Obligations Schedule 7.05 Permitted Investments Schedule 7.08 Limitations on Restrictive Agreements EXHIBITS Exhibit 1 A-1 Form of Request for Advance and Certification Revolving Facility Note Exhibit 1(a) A-2 Form of U.S. Term Note Exhibit A-3 Form of EMEA Term Note Exhibit B-1 Form of Notice of Borrowing Exhibit B-2 Form of Notice of Continuation or Conversion Exhibit B-3 Form of LC Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 C [ReservedIntentionally Omitted] Exhibit 5 D Form of Quarterly Covenant Compliance/Non-Default Solvency Certificate -ix- Exhibit E Form of Compliance Certificate Exhibit 6 Form of Joinder Agreement F [Intentionally Omitted] Exhibit 7 Pricing Grid Exhibit 8 G Form of Assignment and Acceptance Agreement Exhibit 9 H [Intentionally Omitted] Exhibit I Form of Incremental Facility Assumption Intercompany Subordination Agreement Exhibit 10 J-1 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Compliance Certificate (For Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-2 Form of U.S. Tax Compliance Certificate (For Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit J-3 Form of Business/Books and Records Location(sU.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(aExhibit J-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY -x- This CREDIT AGREEMENT is executed entered into as of January 5May 31, 20182018 among the following: (i) GTT Communications, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAInc., a Pennsylvania state chartered bankDelaware corporation (the “U.S. Borrower”); (ii) GTT Communications B.V., a company organized under the laws of the Netherlands and a wholly-owned subsidiary of the U.S. Borrower (the “EMEA Borrower” and, together with its successors the U.S. Borrower, each, a “Borrower” and assigns collectively, the “Borrowers”); (iii) the lenders from time to time party hereto (each, a Citizens BankLender” and collectively, the “Lenders”); and (iv) KeyBank National Association, as the administrative agent (the “Administrative Agent”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; an LC Issuer (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running managerhereinafter defined).

Appears in 1 contract

Samples: Credit Agreement (GTT Communications, Inc.)

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit 1 Form Institutions 97 Section 10.27 Additional Borrowers 98 Section 10.28 Effectiveness of Amendment and Restatement 98 EXHIBIT A — Notice of Payment Request for Advance and Certification Exhibit 1(a) Form EXHIBIT B — Notice of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A-2 Note EXHIBIT D-2 — [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 Form of Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C EXHIBIT D-3 — [Reserved] Schedule D [Reserved] Schedule EXHIBIT D-4 — Revolving Note EXHIBIT E Healthcare — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Dependent Care Accounts Schedule Assumption EXHIBIT H — U.S. Tax Compliance Certificate SCHEDULE 1 Lender Commitments/Percentages Schedule 2 Principal Places — Term Loan Commitments and Revolving Credit Commitments as of Business/Books the Amendment and Records Location(sRestatement Effective Date SCHEDULE 2.3(a) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter — Existing Letters of Credit Rights Schedule 7.7(a) Existing SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.05 — Restrictive Agreements SCHEDULE 6.14 — Indebtedness Schedule 7.7(a)(vi) SCHEDULE 6.15 — Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH Execution Version AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT This Amended and Restated Loan Agreement is executed entered into as of January 57, 20182022, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAWESTERN DIGITAL CORPORATION, a Pennsylvania state chartered bank), together with its successors and assigns Delaware corporation (the Citizens BankLead Borrower”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement Additional Borrowers party hereto from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement the various institutions from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONtime party to this Agreement, as sole Lenders, and exclusive lead arranger and sole and exclusive book running managerJPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

Appears in 1 contract

Samples: Restatement Agreement (Western Digital Corp)

Acknowledgement and Consent to Bail. In of EEA Financial InstitutionsInstitutions 173 SECTION 9.22. 91 NAI-1513461614v2 EXHIBITS Acknowledgement Regarding Any Supported QFCs 174 SCHEDULES: Commitment Schedule Schedule 1.01(a) — Immaterial Subsidiaries Schedule 1.01(b) — Mortgaged Properties Schedule 1.01(c) — Existing Letters of Credit Schedule 1.01(d) — Existing Indebtedness Schedule 1.01(e) — Existing Liens Schedule 1.01(f) — Existing Investments Schedule 3.05(a) — Properties Schedule 3.05(f) — Intellectual Property Schedule 3.15 — Capitalization and Subsidiaries Schedule 3.16 — Mortgage Filing Offices Schedule 3.17 — Labor Disputes Schedule 9.01 — Borrower’s Website for Electronic Delivery EXHIBITS: Exhibit 1 A— Form of Request for Advance and Certification Administrative Questionnaire Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 B— Form of Assignment and Acceptance Assumption Exhibit C— Form of Compliance Certificate Exhibit D— Joinder Agreement Exhibit 9 E— Form of Incremental Facility Assumption Agreement Borrowing Request Exhibit 10 F— Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Promissory Notes Exhibit G— Mandatory Cost SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 4, 2014 (this “Agreement”), among TRANSDIGM INC., a Delaware corporation (the “Borrower”), TRANSDIGM GROUP INCORPORATED, a Delaware corporation (“Holdings”), each subsidiary of the Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare from time to time party hereto, the Lenders (as defined in Article I) and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places CREDIT SUISSE AG, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, the “Agent”). Pursuant to the Amendment and Restatement Agreement dated as of Business/Books the Restatement Date (such term and Records Location(seach other capitalized term used but not defined in this introductory statement having the meaning given it in Article I) Schedule 5.1 Existence (the “First Amendment and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation Restatement Agreement”), among the Borrower, Holdings, each subsidiary of the Borrower party thereto, the lenders party thereto and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 the Agent, (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of that certain Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed Agreement dated as of January 5December 6, 20182010, as amended by Amendment No. 1 dated as of March 25, 2011 and is Amendment No. 2 dated as of October 9, 2012 (the “2010 Credit Agreement”) and (b) that certain Credit Agreement dated as of February 14, 2011, as amended by Amendment No. 1 and Incremental Term Loan Assumption Agreement dated as of February 15, 2012 and Amendment No. 2 and Incremental Term Loan Assumption Agreement dated as of October 9, 2012 (the “2011 Credit Agreement” and, together with the 2010 Credit Agreement, the “Existing Credit Agreements”), in each case, among the Borrower, Holdings, certain subsidiaries of the Borrower party thereto, certain lenders, the Agent and the other parties thereto, were amended and restated in their entirety and replaced by a single agreement in the form of the First Restated Credit Agreement. On the Restatement Date, certain lenders party to the First Restated Credit Agreement agreed to extend credit in the form of (a) CITIZENS BANKTranche B Term Loans (as defined in the First Restated Credit Agreement) in an aggregate principal amount of $500,000,000 and Tranche C Term Loans in an aggregate principal amount of $1,700,000,000, NATIONAL ASSOCIATION the proceeds of which were used to finance the Existing Bank Debt Refinancing and to pay the Transaction Costs and (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAb) Revolving Loans, a Pennsylvania state chartered bank)Swingline Loans and Letters of Credit (in each case, together with its successors as defined in the First Restated Credit Agreement) in an aggregate principal amount at any time outstanding not in excess of $310,000,000. On the First Amendment Effective Date (a) the Borrower, Holdings, the Agent and assigns certain lenders party thereto entered into the First Amendment, pursuant to which certain terms of the First Restated Credit Agreement were amended as set forth therein and (b) the Borrower, Holdings, the subsidiaries of the Borrower party thereto, the lenders party thereto and the Agent entered into an Incremental Term Loan Assumption Agreement, pursuant to which the lenders party thereto made Incremental Term Loans to the Borrower in the form of additional Tranche C Term Loans in an aggregate principal amount of $900,000,000. Pursuant to the Amendment and Restatement Agreement dated as of the date hereof (the Citizens BankSecond Amendment and Restatement Agreement”), acting among the Borrower, Holdings, each subsidiary of the Borrower party thereto, the lenders party thereto and the Agent, and upon satisfaction of the conditions set forth therein, the First Restated Credit Agreement shall be amended and restated in its entirety in the capacity form of Lenderthis Agreement. The proceeds of the Tranche D Term Loans are to be used solely to (i) finance a portion of the Specified Dividend, Swing Line Lender(ii) repurchase or otherwise redeem the Senior Subordinated Notes described in clause (i) of the definition thereof (the “Subordinated Notes Refinancing”) and (iii) pay fees and expenses incurred in connection with the Second Restatement Transactions. The proceeds of the Revolving Loans, Swingline Loans and Letters of Credit are to be used solely for general corporate purposes. The Lenders are willing to extend such credit to the Borrower, and as Administrative Agent the Issuing Bank is willing to issue Letters of Credit for the Lenders; (b) certain other “Lender” account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, hereto agree as sole and exclusive lead arranger and sole and exclusive book running manager.follows:

Appears in 1 contract

Samples: Credit Agreement (TransDigm Group INC)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit 1 Form Institutions 148 Section 10.27 Collateral and Guarantee Suspension 149 EXHIBIT A — Notice of Payment Request for Advance and Certification Exhibit 1(a) Form EXHIBIT B — Notice of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A-1 Note EXHIBIT D-2 — U.S. Term B-4 Note EXHIBIT D-3 — [Reserved] Exhibit 5 EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption EXHIBIT H-1 — Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Trademark Security Agreement EXHIBIT H-2 — Form of Joinder Patent Security Agreement Exhibit 7 Pricing Grid Exhibit 8 EXHIBIT H-3 — Form of Assignment and Acceptance Copyright Security Agreement Exhibit 9 EXHIBIT I — Form of Incremental Facility Assumption Security Agreement Exhibit 10 EXHIBIT J — Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare Guaranty EXHIBIT K — Escrow Agreement EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Global Intercompany Note SCHEDULE 1 — Term Loan Commitments and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Revolving Credit Commitments as of Business/Books and Records Location(sthe Closing Date SCHEDULE 2.3(a) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter — Existing Letters of Credit Rights Schedule 7.7(a) Existing SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.11 — Transactions with Affiliates SCHEDULE 6.14 — Indebtedness Schedule 7.7(a)(vi) SCHEDULE 6.15 — Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or SCHEDULE 6.17 — Investments (to nonSCHEDULE 6.24 — Certain Post-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS Closing Obligations LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT This Loan Agreement is executed entered into as of January April 29, 2016, as amended by Amendment No. 1, dated as of August 17, 2016, Amendment No. 2, dated as of September 22, 2016, Amendment No. 3, dated as of March 14, 2017, Amendment No. 4, dated as of March 23, 2017, Amendment No. 5, dated as of November 8, 2017, Amendment No. 6, dated as of November 29, 2017, Amendment No. 7, dated as of February 27, 2018, Amendment No. 8, dated as of May 15, 2018 and is Amendment No. 9, dated as of April 29, 2019, by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE WESTERN DIGITAL CORPORATION, a Delaware corporation, and certain other corporation (the “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement ”), the various institutions from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONtime party to this Agreement, as sole Lenders, and exclusive lead arranger JPMorgan Chase Bank, N.A., as administrative agent and sole and exclusive book running managercollateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”).

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 Institutions 127 Page SCHEDULES Schedule 1.01(a) – Subsidiary Guarantors Schedule 1.01(b) – Disqualified Institutions Schedule 1.01(c) – Immaterial Subsidiaries Schedule 1.01(d) – Existing Investments Schedule 1.01(e) – Existing RP Available Amount Schedule 2.01 – Lenders and Term Loan Commitments Schedule 3.08 – Subsidiaries Schedule 3.09 – Litigation Schedule 3.15 – Environmental Matters Schedule 3.17(a) – Owned Real Property Schedule 3.17(b) – Leased Real Property Schedule 3.18 – Labor Matters Schedule 3.20 – Intellectual Property Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens EXHIBITS Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A – Form of Assignment and Acceptance Agreement Exhibit 9 B – Form of Incremental Facility Assumption Agreement Note Exhibit 10 C – [Intentionally Omitted] Exhibit D – Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Conversion/Continuation Request Exhibit E – Form of Prepayment Notice Exhibit F – Form of Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH Certificate AMENDED AND RESTATED BUSINESS TERM LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed AGREEMENT, dated as of January 5August 17, 2018, 2016 (as modified and is by supplemented and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement effect from time to time; , this “Agreement”), among CDW LLC, an Illinois corporation (c) VSE CORPORATION, a Delaware corporation, and certain other the “Borrower” parties to this Fourth Amended ”), the Lenders (as defined herein), BARCLAYS BANK PLC (“Barclays”), as joint lead arranger, joint bookrunner, Administrative Agent and Restated Business Loan Collateral Agent, XXXXXX XXXXXXX SENIOR FUNDING, INC. (“MSSF”), as joint lead arranger, joint bookrunner and Security Agreement from time to time; and (d) CITIZENS syndication agent, JPMORGAN CHASE BANK, NATIONAL ASSOCIATIONN.A. (together with its affiliates, including X.X. Xxxxxx Securities LLC, “JPMCB”), as sole joint lead arranger, joint bookrunner and exclusive co-documentation agent, XXXXXXX SACHS LENDING PARTNERS LLC (“GS”), as joint lead arranger, joint bookrunner and co-documentation agent, XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED (“MLPFS”), as joint lead arranger, joint bookrunner and co-documentation agent, XXXXX FARGO SECURITIES, LLC (“WF”), as joint lead arranger, joint bookrunner and co-documentation agent, RBC CAPITAL MARKETS (“RBCCM”), as joint lead arranger and sole joint bookrunner, THE BANK OF TOKYO MITSUBISHI UFJ, LTD., a member of MUFG, a global financial group (“MUFG”), as joint lead arranger and exclusive book running manager.joint bookrunner and HSBC SECURITIES (USA) INC. (“HSBC”), as joint lead arranger and joint bookrunner, in each case for the Term Loan Facility. Capitalized terms used in this Agreement shall have the meanings set forth in Article I.

Appears in 1 contract

Samples: Term Loan Agreement (CDW Corp)

Acknowledgement and Consent to Bail. In of EEA Affected Financial InstitutionsInstitutions 106111 SECTION 9.21. 91 NAI-1513461614v2 Joinder by SPAC Merger Sub II and the SPAC 106111 ||| 4134-8371-6675.14134-8371-6675 SCHEDULES Schedule 1.01(a) - Guarantors Schedule 1.01(b) - Sales Milestones Schedule 2.01 - Lenders and Commitments Schedule 3.08 - Subsidiaries Schedule 3.09 - Litigation Schedule 3.17 - Environmental Matters Schedule 3.18 - Insurance Schedule 3.19(a) - UCC Filing Offices Schedule 3.19(c) - Mortgage Filing Offices Schedule 3.20(a) - Owned Real Property Schedule 3.20(b) - Leased Real Property Schedule 5.13 - Post-Closing Requirements Schedule 6.01(a) - Existing Indebtedness Schedule 6.02(a) - Existing Liens Schedule 6.04(c) - Existing Investments Schedule 6.10(a) - Retail Segment Revenue Schedule 7(m) - Permitted Investors EXHIBITS Exhibit 1 A - Form of Request for Advance and Certification Administrative Questionnaire Exhibit 1(a) B - Form of Request for Swing Line Loan Advance Assignment and Acceptance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 C - Form of Quarterly Covenant Compliance/Non-Default Borrowing Request Exhibit D - Form of Affiliate Subordination Agreement Exhibit E - Forms of Tax Compliance Certificates Exhibit F - Form of Compliance Certificate Exhibit 6 G - Form of Warrant Exhibit H - Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 I - Form of Assignment and Acceptance Agreement Notice of Continuation/Conversion Exhibit 9 J - Form of Incremental Facility Assumption Agreement Cash Receipt and Disbursements Report Exhibit 10 K - Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 NonSales Process Report ||| 4134-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non8371-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non6675.14134-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY 8371-6675 CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5August 4, 20182021, and is among GIDDY INC.BOXED, LLC (f/k/a Blossom Merger Sub II, LLC, as successor by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAmerger to Giddy Inc.), a Pennsylvania state chartered bank), together with its successors and assigns Delaware limited liability company (the Citizens BankBorrower”), acting BOXED, INC. (f/k/a Seven Oaks Acquisition Corp.), a Delaware corporation (subject to Sections 1.05 and 9.21, the “BorrowerParent”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the capacity of Lender, Swing Line Lendermeaning given it in Article I), and ALTER DOMUS (US) LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent Agent”) for the Lenders; (b) certain other “Lender” . The Borrower has requested the Lenders to extend credit in the form of Term Loans on the Closing Date, in an aggregate principal amount not in excess of $45,000,000. The proceeds of the Term Loans are to be used solely for the purposes specified in Section 5.08. The Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, hereto agree as sole and exclusive lead arranger and sole and exclusive book running manager.follows:

Appears in 1 contract

Samples: Credit Agreement (Boxed, Inc.)

AutoNDA by SimpleDocs

Acknowledgement and Consent to Bail. In of EEA EEAAffected Financial InstitutionsInstitution 188Institutions 196 Section 9.24. 91 NAI-1513461614v2 EXHIBITS Acknowledgement Regarding Any Supported QFC 188197 LEGAL_US_E # 159035042.9 SCHEDULES: Schedule 1.01(a) – Commitment Schedule Schedule 1.01(b) – Dutch Auction Schedule 1.01(c) – Mortgages Schedule 1.01(d) – Existing Investments Schedule 1.01(f) – Broker-Dealer Subsidiaries Schedule 1.01(g) – Introducing Broker Subsidiaries Schedule 3.05(a) – Fee Owned Real Estate Assets Schedule 3.13 – Subsidiaries Schedule 3.20 – Certain Regulatory Matters Schedule 5.09 – Unrestricted Subsidiaries Schedule 6.01(i) – Existing Indebtedness Schedule 6.02(l) – Existing Liens Schedule 6.07(bb) – Certain Dispositions Schedule 6.09(e) – Existing Transactions with Affiliates Schedule 9.01 – Borrower’s Website Address for Electronic Delivery EXHIBITS: Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A-1 – Form of Assignment and Acceptance Assumption Exhibit A-2 – Form of Affiliated Lender Assignment and Assumption Exhibit B – Form of Borrowing Request Exhibit C – Form of Compliance Certificate Exhibit D – Form of Interest Election Request Exhibit E – Form of Perfection Certificate Exhibit F – Form of Perfection Certificate Supplement Exhibit G – Form of Promissory Note Exhibit H – Form of Pledge and Security Agreement Exhibit 9 I – Form of Incremental Facility Assumption Guaranty Agreement Exhibit 10 J-1 – Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Patent Security Agreement Exhibit J-2 – Form of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Trademark Security Agreement Exhibit J-3 – Form of Copyright Security Agreement Exhibit K – Form of Letter of Credit Rights Schedule 7.7(aRequest Exhibit L-1 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Existing Indebtedness Schedule 7.7(a)(viExhibit L-2 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Liens Securing Indebtedness Schedule 7.8(cExhibit L-3 – Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Existing LoansExhibit L-4 – Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit M – Form of Solvency Certificate Exhibit N – Form of Prepayment Notice LEGAL_US_E # 159035042.9 CREDIT AGREEMENT CREDIT AGREEMENT, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5July 1, 20182019 (this “Agreement”), and is by and among (a) CITIZENS BANKVictory Capital Holdings, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAInc., a Pennsylvania state chartered bankDelaware corporation (the “Borrower”), the Lenders from time to time party hereto and Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent for the Secured Parties (in such capacities, together with its successors and assigns (in such capacities, the Citizens BankAdministrative Agent”), acting in the capacity of Lender, Swing Line Lender, a Swingline Lender and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manageran Issuing Bank.

Appears in 1 contract

Samples: Credit Agreement (Victory Capital Holdings, Inc.)

Acknowledgement and Consent to Bail. In of EEA Affected Financial InstitutionsInstitutions 148 Section 9.17. 91 NAI-1513461614v2 EXHIBITS Acknowledgement Regarding Any Supported QFCs 149 SCHEDULES: COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 1.01(c) ESG KPI Requirements Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens EXHIBITS: Exhibit 1 A-1 - Form of Request for Advance and Certification Assignment Exhibit 1(a) A-2 - Form of Request for Swing Line Loan Advance Letter of Credit Assignment Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 B - [Reserved] Exhibit 5 C-1 - Form of Quarterly Covenant ComplianceBorrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit C-3 - Form of Borrower Canadian Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Default Certificate Partnerships) Exhibit 6 I-2 - Form of Joinder Agreement U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit 7 Pricing Grid Exhibit 8 I-3 - Form of Assignment and Acceptance Agreement U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit 9 I-4 - Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Compliance Certificate (Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender CommitmentsLenders/Percentages Schedule 2 Principal Places of Business/Books and Records Location(sPartnerships) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH SIXTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5May 27, 20182022 among UNITED STATES STEEL CORPORATION, the SUBSIDIARY GUARANTORS from time to time party hereto, the LENDERS from time to time party hereto, the LC ISSUING BANKS from time to time party hereto, and is by and among (a) CITIZENS JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAN.A., a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running managerCollateral Agent.

Appears in 1 contract

Samples: Credit Agreement (United States Steel Corp)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 Institutions 110 SCHEDULES Schedule 1.01(a) -- Subsidiary Guarantors Schedule 1.01(b) -- Mortgaged Properties Schedule 1.01(c) -- Permitted Facility Dispositions Schedule 1.01(d) -- Designated Asset Sale Schedule 1.01(e) -- Permitted Intercompany Factoring Arrangement Schedule 2.01 -- Banks and Initial Commitments Schedule 5.01(e) -- Certain Litigation Schedule 5.01(o) -- Subsidiaries Schedule 7.01(j) -- Post-Closing Matters Schedule 7.02(b)(i) -- Existing Liens Schedule 7.02(f)(iv) -- Existing Debt Schedule 7.02(h)(xi) -- Existing Investments Schedule 7.02(k)(i) -- Existing Restrictions EXHIBITS Exhibit 1 A -- Form of Loan Request for Advance and Certification Exhibit 1(a) B -- Form of Request for Swing Line Loan Advance Note Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 C -- Form of Quarterly Covenant ComplianceContinuation/Non-Default Certificate Conversion Request Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 D -- Form of Assignment and Acceptance Assumption Exhibit E -- Form of Compliance Certificate Exhibit F -- Form of Intercompany Subordination Agreement Exhibit 9 G-1 -- Form of Incremental Facility Assumption General Security Agreement Exhibit 10 G-2 -- Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 API Security Agreement[Reserved] Exhibit H-1 -- Form of Subsidiary Guaranty Exhibit H-2 -- Form of API Limited Recourse Guaranty[Reserved] Exhibit I -- Form of Solvency Certificate Exhibit J-1 -- Form of U.S. Tax Compliance Certificate (For Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Banks That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-2 -- Form of U.S. Tax Compliance Certificate (For Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes) Exhibit J-3 -- Form of Business/Books and Records Location(sU.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(aExhibit J-4 -- Form of U.S. Tax Compliance Certificate (For Foreign Banks That Are Partnerships for U.S. Federal Income Tax Purposes) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing LoansREVOLVING CREDIT AGREEMENT, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January June 5, 20182015 (as further amended, and is by and among (a) CITIZENS BANKsupplemented, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement modified or extended from time to time; , this “Agreement”), among Avon Products, Inc., a New York corporation (c) VSE CORPORATION“API”), Avon International Operations, Inc., a Delaware corporation, and certain other corporation (the “Borrower” parties to this Fourth Amended ”), each of the banks, other lenders and Restated Business Loan and Security Agreement issuers of Letters of Credit (as defined below) from time to time; and time parties hereto (d) CITIZENS BANKeach, NATIONAL ASSOCIATIONa “Bank” and, collectively, the “Banks”), Citibank, N.A., as sole Administrative Agent (as defined below), Collateral Agent (as defined below) and exclusive lead arranger L/C Issuer (as defined below) and sole and exclusive book running managerBank of America, N.A., as L/C Issuer.

Appears in 1 contract

Samples: Credit Agreement and General Security Agreement (Avon Products Inc)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Institutions 144 SCHEDULES: Schedule 2.01 – Commitments / Specified LC Exposure Sublimits Schedule 3.01 – Subsidiaries Schedule 3.06 – Disclosed Matters Schedule 3.17 – Franchise and License Matters Schedule 3.18 – Matters Relating to Cable Systems Schedule 5.09(c) – Post-Closing Matters Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens Schedule 6.05(f) – Investments Schedule 6.07 – Affiliate Transactions Schedule 6.11 – Dispositions Schedule 6.10 – Burdensome Agreements Schedule 9.01 – Notices EXHIBITS: Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A – Form of Assignment and Acceptance Assumption Exhibit B – Form of Term Note Exhibit C – Form of Revolving Note Exhibit D – Form of Security Agreement Exhibit 9 E – Form of Incremental Facility Assumption Borrowing Request Exhibit F – Form of Swingline Loan Notice Exhibit G – Form of Compliance Certificate Exhibit H – Form of Guarantee Agreement Exhibit 10 I-1 – Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Certificate (For Foreign Borrowers Schedule A-3 Lenders that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-2 – Form of U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-3 – Form of U.S. Tax Certificate (For Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places U.S. Participants that are not Partnerships for U.S. Federal Income Tax Purposes) Exhibit I-4 – Form of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Tax Certificate (For Non-Exempt ERISA Transactions Schedule 5.13(cU.S. Participants that are Partnerships for U.S. Federal Income Tax Purposes) Terminated Pension Plans Schedule 5.15 Exhibit J – Form of First Lien Intercreditor Agreement Exhibit K – Form of Discounted Prepayment Option Notice Exhibit L – Form of Lender Participation Notice Exhibit M – Form of Discounted Voluntary Prepayment Notice CREDIT AGREEMENT (athis “Agreement”) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5June 30, 20182015, and is by and as amended on February 13, 2017 pursuant to Amendment No. 1 to the Credit Agreement, dated as of February 13, 2017, among (a) CITIZENS CABLE ONE, INC., the LENDERS party hereto, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAN.A., a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATIONXxxxx Fargo Bank, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONNational Association, as sole and exclusive lead arranger and sole and exclusive book running manager.Syndication Agent. The parties hereto agree to the following:

Appears in 1 contract

Samples: Credit Agreement (Cable One, Inc.)

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. 91 NAI-1513461614v2 156 11.23 Amendment and Restatement 156 11.24 Acknowledgement Regarding Any Supported QFCs 157 SCHEDULES Schedule 1.01(a) Certain Addresses for Notices Schedule 1.01(b) Commitments and Applicable Percentages as of the Second Amendment Effective Date Schedule 1.01(c) Existing Letters of Credit Schedule 1.01(d) Responsible Officers Schedule 5.10 Insurance Schedule 5.19(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments Schedule 5.19(b) Loan Parties Schedule 5.20(b) Intellectual Property Schedule 5.20(c) Deposit Accounts and Securities Accounts Schedule 5.20(d) Real Properties Schedule 5.22 Health Care Laws Schedule 7.01 Liens Existing as of the Second Amendment Effective Date Schedule 7.02 Indebtedness Existing as of the Second Amendment Effective Date Schedule 7.03 Investments Existing as of the Second Amendment Effective Date Schedule 7.08 Transactions with Affiliates EXHIBITS Exhibit 1 A Form of Request for Advance Assignment and Certification Assumption Exhibit 1(a) B Form of Request for Swing Line Loan Advance Compliance Certificate Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 C Form of Quarterly Covenant Compliance/Non-Default Certificate Incremental Term Loan Lender Joinder Agreement Exhibit 6 D Form of Incremental Term Note Exhibit E Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 F Form of Assignment and Acceptance Agreement Loan Notice Exhibit 9 G Form of Incremental Facility Assumption Agreement Notice of Loan Prepayment Exhibit 10 H Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Revolving Note Exhibit I Form of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary Secured Party Designation Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Swingline Loan Notice Exhibit L Forms of U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter Tax Compliance Certificates Exhibit M Form of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH Term Note AMENDED AND RESTATED BUSINESS LOAN AND SECURITY CREDIT AGREEMENT THIS FOURTH This AMENDED AND RESTATED BUSINESS LOAN AND SECURITY CREDIT AGREEMENT is executed entered into as of January 5June 29, 2018, and is by and among (a) CITIZENS BANKAMEDISYS, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAINC., a Pennsylvania state chartered bank), together with its successors and assigns Delaware corporation (the Citizens BankCompany”), acting in the capacity of LenderAMEDISYS HOLDING, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATIONL.L.C., a Delaware corporationLouisiana limited liability company (“Amedisys Holding” and together with the Company, and certain other each a “Borrower” parties to this Fourth Amended and Restated Business Loan collectively, the “Borrowers”), the Guarantors (defined herein), the Lenders (defined herein), and Security Agreement from time to time; and (d) CITIZENS BANKBANK OF AMERICA, NATIONAL ASSOCIATIONN.A., as sole Administrative Agent, Swingline Lender and exclusive lead arranger and sole and exclusive book running managerL/C Issuer.

Appears in 1 contract

Samples: Credit Agreement (Amedisys Inc)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Institutions 124 SCHEDULES: COMMITMENT SCHEDULE LC COMMITMENT SCHEDULE PRICING SCHEDULE Schedule 1.01(a) Subsidiary Guarantors Schedule 1.01(b) Qualified Parents Schedule 2.16 Existing Letters of Credit Schedule 5.01 Additional Monthly Financial Information Schedule 6.01 Existing Liens EXHIBITS: Exhibit 1 A - Form of Request for Advance and Certification Assignment Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 B - [Reserved] Exhibit 5 C-1 - Form of Quarterly Covenant ComplianceBorrower Security Agreement Exhibit C-2 - Form of Subsidiary Security Agreement Exhibit D - Form of Borrowing Base Certificate Exhibit E - Form of Subsidiary Guarantee Agreement Exhibit F-1 - Form of Collateral Access Agreement (Processor/Warehouse) Exhibit F-2 - Form of Collateral Access Agreement (Landlord) Exhibit G - Certain Definitions from Regulation S-X (as in effect on the date of this Agreement) Exhibit H - Form of Designation Agreement Exhibit I-1 - Form of U.S. Tax Compliance Certificate (Foreign Lenders/Non-Default Certificate Partnerships) Exhibit 6 I-2 - Form of Joinder Agreement U.S. Tax Compliance Certificate (Foreign Participants/Non-Partnerships) Exhibit 7 Pricing Grid Exhibit 8 I-3 - Form of Assignment and Acceptance Agreement U.S. Tax Compliance Certificate (Foreign Participants/Partnerships) Exhibit 9 I-4 - Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 U.S. Tax Compliance Certificate (Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender CommitmentsLenders/Percentages Schedule 2 Principal Places of Business/Books and Records Location(sPartnerships) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5February 26, 20182018 among UNITED STATES STEEL CORPORATION, the LENDERS party hereto, the LC ISSUING BANKS party hereto, and is by and among (a) CITIZENS JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIAN.A., a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running managerCollateral Agent.

Appears in 1 contract

Samples: Credit Agreement (United States Steel Corp)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Institutions 211 Exhibits and Schedules Exhibit 1 Form of Request for Advance and Certification Exhibit 1(a) Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 A Form of Assignment and Acceptance Exhibit B Form of Borrowing Request Exhibit C Form of Swingline Borrowing Request Exhibit D Form of Interest Election Request Exhibit E Form of Mortgage Exhibit F Form of Permitted Loan Purchase Assignment and Acceptance Exhibit G Form of Discounted Prepayment Option Notice Exhibit H Form of Lender Participation Notice Exhibit I Form of Discounted Voluntary Prepayment Notice Exhibit J Form of Solvency Certificate Exhibit K Form of Global Intercompany Note Exhibit L Form of Subordination, Non-Disturbance and Attornment Agreement Exhibit 9 M Form of Incremental Facility Assumption Collateral Agreement Exhibit 10 N Form of Authorization SCHEDULES Subsidiary Guarantee Agreement Exhibit O Form of First Lien Intercreditor Agreement Exhibit P Form of Second Lien Intercreditor Agreement Schedule A-1 Borrowers 1.01(A) Mortgaged Properties Schedule A-2 Foreign Borrowers 1.01(B) Existing Letters of Credit Schedule A-3 Non1.01(C) Subsidiary Loan Parties Schedule 1.01(D) Undeveloped Land Schedule 1.01(E) Closing Date Unrestricted Subsidiaries Schedule 1.01(F) Post-Borrower Affiliates Closing Restructuring Transaction Schedule B Permitted Foreign Bank Accounts 2.01 Commitments Schedule C [Reserved] 3.01 Organization; Powers Schedule D [Reserved] 3.04 Governmental Approvals Schedule E Healthcare and Dependent Care Accounts 3.08(a) Subsidiaries Schedule 1 Lender Commitments/Percentages 3.08(b) Subscriptions Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) 3.22 Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a4.02(b) Local Counsel Schedule 5.10 Post-Closing Items Schedule 6.01 Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c6.02(a) Existing Loans, Advances and/or Liens Schedule 6.04 Existing Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY Schedule 6.07 Transactions with Affiliates Schedule 9.01 Notice Information FIRST LIEN CREDIT AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT is executed dated as of January 5October 11, 20182013 (this “Agreement”), and is by and among (a) CITIZENS BANKCAESARS ENTERTAINMENT RESORT PROPERTIES, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIALLC, a Pennsylvania state chartered bankDelaware limited liability company (“CERP LLC”), (b) CAESARS ENTERTAINMENT RESORT PROPERTIES FINANCE, INC., a Delaware corporation (“CERP Finance”) and (c) (i) XXXXXX’X LAS VEGAS, LLC, a Nevada limited liability company, (ii) XXXXXX’X ATLANTIC CITY HOLDING, INC., a New Jersey corporation, (iii) RIO PROPERTIES, LLC, a Nevada limited liability company, (iv) FLAMINGO LAS VEGAS HOLDING, LLC, a Nevada limited liability company, (v) XXXXXX’X LAUGHLIN, LLC, a Nevada limited liability company and (vi) PARIS LAS VEGAS HOLDING, LLC, a Nevada limited liability company ((i) through (vi) of this clause (c), collectively the “CMBS Borrowers” or each, a “CMBS Borrower”, together with its successors CERP LLC and assigns (CERP Finance, the Citizens BankBorrowers”), acting in the capacity of LenderLENDERS party hereto from time to time and CITICORP NORTH AMERICA, Swing Line LenderINC., as administrative agent and as Administrative Agent collateral agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATION, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATION, as sole and exclusive lead arranger and sole and exclusive book running manager.

Appears in 1 contract

Samples: First Lien Credit Agreement (CAESARS ENTERTAINMENT Corp)

Acknowledgement and Consent to Bail. In of EEA Financial Institutions. 91 NAI-1513461614v2 EXHIBITS Exhibit 1 Institutions 137 EXHIBIT A — Notice of Payment Request EXHIBIT B — Notice of Borrowing EXHIBIT C — Notice of Continuation/Conversion EXHIBIT D-1 — Term A Note EXHIBIT D-2 — U.S. Term B Note EXHIBIT D-3 — Euro Term B Note EXHIBIT D-4 — Revolving Note EXHIBIT E — Solvency Certificate EXHIBIT F — Compliance Certificate EXHIBIT G — Assignment and Assumption EXHIBIT H-1 — Form of Request for Advance and Certification Exhibit 1(a) Trademark Security Agreement EXHIBIT H-2 — Form of Request for Swing Line Loan Advance Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 Patent Security Agreement EXHIBIT H-3 — Form of Quarterly Covenant Compliance/Non-Default Certificate Exhibit 6 Copyright Security Agreement EXHIBIT I — Form of Joinder Security Agreement Exhibit 7 Pricing Grid Exhibit 8 EXHIBIT J — Form of Assignment and Acceptance Guaranty EXHIBIT K — Escrow Agreement Exhibit 9 EXHIBIT L — U.S. Tax Compliance Certificate EXHIBIT M — Form of Incremental Facility Assumption Agreement Exhibit 10 Form Global Intercompany Note SCHEDULE 1 — Term Loan Commitments and Revolving Credit Commitments as of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C [Reserved] Schedule D [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places of Business/Books and Records Location(s) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(a) Default under Government Contracts Schedule 5.6(b) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(a) Under Funded Pension Plans Schedule 5.13(b) Non-Exempt ERISA Transactions Schedule 5.13(c) Terminated Pension Plans Schedule 5.15 (a) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter the Closing Date SCHEDULE 2.3 — Existing Letters of Credit Rights Schedule 7.7(a) Existing SCHEDULE 5.5 — Litigation SCHEDULE 5.10 — Subsidiaries SCHEDULE 5.17 — Capitalization SCHEDULE 6.11 — Transactions with Affiliates SCHEDULE 6.14 — Indebtedness Schedule 7.7(a)(vi) SCHEDULE 6.15 — Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or SCHEDULE 6.17 — Investments (to nonSCHEDULE 6.24 — Certain Post-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS Closing Obligations LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS LOAN AND SECURITY AGREEMENT This Loan Agreement is executed entered into as of January 5April 29, 20182016, and is by and among (a) CITIZENS BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (“Citizens Bank”), acting in the capacity of Lender, Swing Line Lender, and as Administrative Agent for the Lenders; (b) certain other “Lender” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; (c) VSE WESTERN DIGITAL CORPORATION, a Delaware corporation, and certain other corporation (the “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement ”), the various institutions from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONtime party to this Agreement, as sole Lenders, and exclusive lead arranger JPMorgan Chase Bank, N.A., as administrative agent and sole and exclusive book running managercollateral agent (in such capacities, the “Administrative Agent” or “Collateral Agent”).

Appears in 1 contract

Samples: Loan Agreement (Western Digital Corp)

Acknowledgement and Consent to Bail. In of EEA Affected Financial Institutions. 91 NAI-1513461614v2 Institutions 107 Section 9.21 Acknowledgement Regarding Any Supported QFCs 108 SCHEDULES Schedule I ‑ Commitments and Applicable Lending Offices Schedule II ‑ Unencumbered Assets Schedule 4.01(b) ‑ Subsidiaries Schedule 4.01(f) ‑ Material Litigation Schedule 4.01(m) ‑ Existing Debt Schedule 4.01(n) ‑ Surviving Debt Schedule 4.01(o) ‑ Existing Liens Schedule 4.01(p) ‑ Real Property Part I ‑ Owned Assets Part II ‑ Leased Assets Schedule 4.01(q) ‑ Environmental Concerns Schedule 4.01(w) ‑ Plans and Welfare Plans EXHIBITS Exhibit 1 A ‑ Form of Request for Advance and Certification Note Exhibit 1(a) B ‑ Form of Request for Swing Line Loan Advance Notice of Borrowing Exhibit 2 LIBOR Election Form and Certification Exhibit 3 LIBOR Interest Election Procedure and Requirements Exhibit 4 [Reserved] Exhibit 5 C ‑ Form of Quarterly Covenant Compliance/Non-Default Certificate Guaranty Supplement Exhibit 6 Form of Joinder Agreement Exhibit 7 Pricing Grid Exhibit 8 D ‑ Form of Assignment and Acceptance Agreement Exhibit 9 Form of Incremental Facility Assumption Agreement Exhibit 10 Form of Authorization SCHEDULES Schedule A-1 Borrowers Schedule A-2 Foreign Borrowers Schedule A-3 Non-Borrower Affiliates Schedule B Permitted Foreign Bank Accounts Schedule C E ‑ [Reserved] Schedule D Exhibit F ‑ [Reserved] Schedule E Healthcare and Dependent Care Accounts Schedule 1 Lender Commitments/Percentages Schedule 2 Principal Places Exhibit G‑1 ‑ Form of Business/Books and Records Location(sSection 2.12(g) Schedule 5.1 Existence and Qualification Schedule 5.2 Conflicts Schedule 5.3 Financial Statements Schedule 5.6(aU.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Default under Government Contracts Schedule 5.6(bExhibit G‑2 Form of Section 2.12(g) Government Contracts Constituting Material Contracts Schedule 5.9 Litigation and Proceedings Schedule 5.11 Primary U.S. Business Locations Schedule 5.13(aTax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Under Funded Pension Plans Schedule 5.13(bExhibit G‑3 Form of Section 2.12(g) Non-Exempt ERISA Transactions Schedule 5.13(cU.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Terminated Pension Plans Schedule 5.15 Exhibit G‑4 Form of Section 2.12(g) U.S. Tax Compliance Certificate (aFor Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Intellectual Property Schedule 5.15(b) Intellectual Property Royalty Payments Schedule 5.17 Interests in Real Estate Schedule 5.18 Labor Agreements Schedule 5.26 Commercial Tort Claims Schedule 5.27 Letter of Credit Rights Schedule 7.7(a) Existing Indebtedness Schedule 7.7(a)(vi) Liens Securing Indebtedness Schedule 7.8(c) Existing Loans, Advances and/or Investments (to non-Borrowers) NAI-1513461614v2 FOURTH AMENDED AND RESTATED BUSINESS TERM LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDED AND RESTATED BUSINESS TERM LOAN AND SECURITY AGREEMENT is executed dated as of January 5September 29, 20182016 (this “Agreement”) among EASTERLY GOVERNMENT PROPERTIES LP, a Delaware limited partnership (the “Borrower”), EASTERLY GOVERNMENT PROPERTIES, INC., a Maryland corporation (the “Parent”), the entities listed on the signature pages hereof as the subsidiary guarantors from time to time (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 5.01(j) or 7.05, from time to time, the “Subsidiary Guarantors” and, together with the Parent, the “Guarantors”), the banks, financial institutions and is by and among other institutional lenders listed on the signature pages hereof as the initial lenders (a) CITIZENS the “Initial Lenders”), PNC BANK, NATIONAL ASSOCIATION (AS SUCCESSOR BY MERGER TO CITIZENS BANK OF PENNSYLVANIA, a Pennsylvania state chartered bank), together with its successors and assigns (Citizens BankPNC”), acting in as administrative agent (together with any successor administrative agent appointed pursuant to Section 8.06, the capacity of Lender“Administrative Agent”) for the Lenders (as hereinafter defined), Swing Line Lenderwith U.S. BANK NATIONAL ASSOCIATION (“USBNA”) and TRUIST BANK, as syndication agents, and as Administrative Agent for the Lenders; PNC CAPITAL MARKETS LLC (b) certain other Lender” parties to this Fourth Amended PNCCM”), USBNA and Restated Business Loan and Security Agreement from time to time; (c) VSE CORPORATIONTRUIST SECURITIES, a Delaware corporation, and certain other “Borrower” parties to this Fourth Amended and Restated Business Loan and Security Agreement from time to time; and (d) CITIZENS BANK, NATIONAL ASSOCIATIONINC., as sole joint lead arrangers and exclusive lead arranger and sole and exclusive book running managerjoint bookrunners (the “Arrangers”).

Appears in 1 contract

Samples: Term Loan Agreement (Easterly Government Properties, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.