Update of Schedules Schedules 7.05(b) (in respect of the lists of Patents, Copyrights and Trademarks under Section 7.05(b)(i) only), 7.05(c), 7.06, and 7.16, may be updated by Borrower prior to each Borrowing Date to insure the continued accuracy of such Schedule as of such Borrowing Date, by Borrower providing to the Lenders, in writing (including via electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders.
Updating of Schedules Borrowers hereby reaffirm the warranties and representations made in Article 5 of the Loan Agreement as true and correct given as of the date hereof, subject to (i) matters therein that were expressly disclosed as of a particular date other than the Closing Date, and (ii) the matters disclosed in the updated complete set of Schedules to the Loan Agreement attached hereto as Exhibit A.
Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.
LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.
Schedules/Exhibits Any capitalized terms used in any Schedule or Exhibit to this Agreement but are not otherwise defined therein have the meanings set forth in this Agreement.
Schedule Updates Borrower shall, in the event of any information in the Schedule 3.19, Schedule 5.14, Schedule 9.2(b) or Schedule 9.2(d) becoming outdated, inaccurate, incomplete or misleading, deliver to Agent, together with the next quarterly Compliance Certificate required to be delivered under this Agreement after such event a proposed update to such Schedule correcting all outdated, inaccurate, incomplete or misleading information.
Updated Schedules Concurrently with the delivery of the Compliance Certificate referred to in Section 6.02(a), the following updated Schedules to this Agreement (which may be attached to the Compliance Certificate) to the extent required to make the representation related to such Schedule true and correct as of the date of such Compliance Certificate: Schedules 1.01(c), 5.10, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g) and 5.21(h).
Update Schedules Seller shall promptly disclose to Purchaser any information contained in its representations and warranties or the Schedules which, because of an event occurring after the date hereof, is incomplete or is no longer correct as of all times after the date hereof until the Closing Date; provided, however, that none of such disclosures shall be deemed to modify, amend or supplement the representations and warranties of Seller or the schedules hereto for the purposes of Article V hereof, unless Purchaser shall have consented thereto in writing.
LIST OF SCHEDULES Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
Disclosure Updates Promptly and in no event later than 5 Business Days after obtaining knowledge thereof, notify Agent if any written information, exhibit, or report furnished to the Lender Group contained, at the time it was furnished, any untrue statement of a material fact or omitted to state any material fact necessary to make the statements contained therein not misleading in light of the circumstances in which made. The foregoing to the contrary notwithstanding, any notification pursuant to the foregoing provision will not cure or remedy the effect of the prior untrue statement of a material fact or omission of any material fact nor shall any such notification have the effect of amending or modifying this Agreement or any of the Schedules hereto.
