Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2018, among AVNET, INC., a New York corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 2 contracts
Samples: Credit Agreement (Avnet Inc), Credit Agreement (Avnet Inc)
Form of. A Committed Loan Notice Request for Credit Extension B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of C-1 Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Internal Counsel to the Company C-2 Opinion of Vice President and Corporate Secretary Txxxxx Xxxx & Priest LLP C-3 Opinion of Netherlands Counsel to the Company C-4 Opinion of Mxxxxxxx & Fxxxxxxx LLP C-5 Opinion of Internal Counsel to the Administrative Agent C-6 Opinion of Special Counsel to the Lenders D Credit-Linked Note E Request for Term Loans F Term Note G Subsidiary Guaranty H-1 LOC Application and Agreement (Bank of America) H-2 LOC Application and Agreement (JPMorgan Chase Bank) I Money Market Account Agreement J Form of Letter of Credit Report Parent Guaranty K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED Allocation Agreement LETTER OF CREDIT AND RESTATED CREDIT TERM LOAN AGREEMENT This AMENDED LETTER OF CREDIT AND RESTATED CREDIT TERM LOAN AGREEMENT (“Agreement”) is entered into as of June 28November 6, 20182006, among AVNET, INC.CHICAGO BRIDGE & IRON COMPANY N.V., a New York corporation organized under the laws of The Kingdom of the Netherlands (the “Company”), on behalf of itself and as Co-Obligors’ Agent, and CHICAGO BRIDGE & IRON COMPANY (DELAWARE), a Delaware corporation, CBI SERVICES, INC., a Delaware corporation, CB&I CONSTRUCTORS, INC., a Texas corporation, and CB&I TYLER COMPANY, a Delaware corporation (each of the foregoing being a Wholly-Owned Subsidiary of the Company party hereto pursuant and hereinafter referred to Section 2.14 individually as a “Co-Obligor” and collectively the “Co-Obligors”), BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as issuers of letters of credit (each such Subsidiary, together with the Companyan “L/C Issuer” and collectively, the “Borrowers” and, each a “BorrowerL/C Issuers”), each lender from time to time party the financial institutions having a Credit-Linked Deposit set forth opposite their names on Schedule 2.01 hereto under the heading “Credit-Linked Deposit” (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.
Appears in 2 contracts
Samples: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V), Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)
Form of. A Exhibit A-1 New Vehicle Floorplan Committed Loan Notice B Exhibit A-2 Used Vehicle Floorplan Committed Loan Notice Exhibit B-1(a) New Vehicle Floorplan Swing Line Loan Notice (Borrowing) Exhibit B-1(b) New Vehicle Floorplan Swing Line Loan Notice (Conversion) Exhibit B-2 Used Vehicle Floorplan Swing Line Loan Notice Exhibit C Note Exhibit D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire Exhibit E Second Amended and Restated Company Guaranty Exhibit F Second Amended and Restated Subsidiary Guaranty Exhibit G Designated Borrower Request Compliance Certificate Exhibit H Floorplan Joinder Agreement Exhibit I Used Vehicle Borrowing Base Certificate Exhibit J Third Amended and Assumption Restated Security Agreement H Designated Exhibit K New Vehicle Borrower Notice I-1 Form of Exhibit L Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Matters Exhibit M Master Intercreditor Agreement Exhibit Q Forms of U.S. Tax Compliance Certificates Exhibit R Conversion Notice SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT This SECOND AMENDED AND RESTATED SYNDICATED NEW AND USED VEHICLE FLOORPLAN CREDIT AGREEMENT (“Agreement”) is entered into as of June 28July 23, 20182014, among AVNETSONIC AUTOMOTIVE, INC., a New York Delaware corporation (the “Company”), each Subsidiary certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each such Subsidiary2.19(each a “New Vehicle Borrower”, and together with the Company, the “Borrowers” and, and each individually a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, New Vehicle Swing Line Lender and an L/C IssuerUsed Vehicle Swing Line Lender, and BANK OF AMERICA, N.A., as Revolving Administrative Agent (in the capacity of collateral agent for the Secured Parties referenced below). The BorrowersCompany, certain Subsidiaries of the lenders Company party thereto thereto, certain of the Lenders (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, the Administrative Agent entered into that certain Amended and Restated Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 98, 2011, as amended by that certain Amendment No. 1 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of April 19, 2012, that certain Amendment No. 2 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of March 14, 2013, that certain Amendment No. 3 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of July 31, 2013, and that certain Amendment No. 4 to Syndicated New and Used Vehicle Floorplan Credit Agreement dated as of February 12, 2014 (and as further amended, supplemented or otherwise modified prior to (but excluding) the date hereof, the “Existing Credit Agreement”), pursuant to which certain of the lenders party thereto have made Existing Lenders agreed to make a revolving new vehicle floorplan facility and a revolving used vehicle floorplan facility available to certain of the Borrowers a revolving credit facility, in accordance with letter of credit, swingline and multicurrency subfacilitiesthe terms thereof. The Borrowers have Company has requested that the Lenders agree to an amendment amend and restatement of restate the Existing Credit Agreement in the form of this Agreement order to continue to provide a revolving credit facility, with swingline, letter of credit facility and multicurrency subfacilities, extend the maturity thereof and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Notice of Loan Prepayment D Note D E Monthly Report F Compliance Certificate E-1 G-1 Assignment and Assumption E-2 G-2 Administrative Questionnaire F Guaranty G Designated H Subsidiary Borrower Request and Assumption Agreement H Designated I Subsidiary Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L J-1-4 Forms of U.S. Tax Compliance Certificates K Joinder Agreement L Secured Party Designation Notice AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28March 26, 20182021, among AVNET, INC.CXXXXXXXX TECHNOLOGY CORPORATION, a New York Delaware corporation (the “CompanyCxxxxxxxx”), each the Subsidiary of the Company party hereto pursuant to Section 2.14 Borrowers (each such Subsidiaryas hereinafter defined and, together with the CompanyCxxxxxxxx, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto the Guarantors (collectivelyas hereinafter defined), the “Lenders” and individually, a “Lender”Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers are party to that certain Credit Agreement, dated as of March 31, 2017, among the Borrowers, the lenders Lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 agent (as the same may have been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that requested, and the Administrative Agent, the Lenders agree party hereto, the Swing Line Lender and the L/C Issuer have agreed, to an amendment amend and restatement of restate the Existing Credit Agreement in and extend certain credit facilities to the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the provisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B B-1 Bid Request B-2 Competitive Bid C-1 Domestic Swing Line Loan Notice C C-2 Alternative Currency Swing Line Loan Notice C-3 Canadian Dollar Swing Line Loan Notice C-4 Euro/Sterling Swing Line Loan Notice C-5 Term Loan Notice C-6 2020 Term Loan Notice D Note D E Compliance Certificate E-1 F-1 Assignment and Assumption E-2 F-2 Administrative Questionnaire F G-1 Company Guaranty G G-2 Subsidiaries Guaranty H [Intentionally Omitted] I Governing Senior Note Indenture J Form of Corporate Forecast K Form of Solvency Certificate L Designated Borrower Request and Assumption Agreement H M Designated Borrower Notice I-1 N Supplemental Addendum O Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Joinder Agreement FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of June 28May 31, 20182017, among AVNETHost Hotels & Resorts, INC.L.P., a New York corporation Delaware limited partnership (the “Company”), each Subsidiary certain Subsidiaries of the Company party hereto pursuant to Section 2.14 2.19 (each such Subsidiarya “Designated Borrower” and, together with the Company, the “Borrowers” andand each, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:.
Appears in 1 contract
Samples: Assignment and Assumption (Host Hotels & Resorts, Inc.)
Form of. A Committed Loan Notice B Swing Line Loan Notice C CONVERSION NOTICE TO: ALLIANT TECHSYSTEMS INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into shares of Opinion Common Stock of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary Alliant Techsystems Inc. in accordance with the terms of the Company J Form Indenture referred to in this Note, and directs that the shares issuable and deliverable upon such conversion, together with any check in payment for fractional shares and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If shares or any portion of Letter this Note not converted are to be issued in the name of Credit Report K Form a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Foreign Obligor Opinion L Forms Interest, if any, accompanies this Note. Dated: Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“AgreementSTAMP”) is entered into or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of June 281934, 2018as amended. Signature Guarantee Fill in the registration of shares of Common Stock if to be issued, among AVNETand Notes if to be delivered, other than to and in the name of the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other Taxpayer Identification Number: FORM OF FUNDAMENTAL CHANGE REPURCHASE ELECTION TO: ALLIANT TECHSYSTEMS INC., . BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a New York corporation notice from Alliant Techsystems Inc. (the “Company”)) as to the occurrence of a Fundamental Change with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Note, each Subsidiary or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Indenture referred to in this Note at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Fundamental Change Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. Dated: Signature(s) NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number: FORM OF COMPANY REPURCHASE ELECTION TO: ALLIANT TECHSYSTEMS INC. BNY MIDWEST TRUST COMPANY The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from Alliant Techsystems Inc. (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued Interest to, but excluding, the Company Repurchase Date, to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Company party hereto Repurchase Date pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth hereinspecified in the Indenture. In consideration Dated: Signature(s) NOTICE: The above signatures of the mutual covenants and agreements herein contained, holder(s) hereof must correspond with the parties hereto covenant and agree name as followswritten upon the face of the Note in every particular without alteration or enlargement or any change whatever. Note Certificate Number (if applicable): Principal amount to be repurchased (if less than all): Social Security or Other Taxpayer Identification Number:
Appears in 1 contract
Samples: Registration Rights Agreement (Alliant Techsystems Inc)
Form of. A A-1 Committed Loan Notice B A-2 Swing Line Loan Notice B-1 Revolving Note B-2 Swing Line Note C Note D Compliance Certificate E-1 D Assignment and Assumption E-1 Foreign Lender Exemption Certificate E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of Lender U.S. Tax Compliance Certificates Certificate E-3 Alternative Form Foreign Lender U.S. Tax Compliance Certificate E-4 Foreign Partnership U.S. Tax Compliance Certificate F Closing and Solvency Certificate G Representations and Warranties Certificate H Credit Card Notification I Borrowing Base Certificate J Joinder Agreement K Closing Checklist L Intercreditor Agreement M Payment Conditions Certificate N 13-Week Cash Flow Forecast DB1/ 123795142.13 AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28September 7, 20182021, among AVNETXXXXX, INC.LLC, a New York corporation Delaware limited liability company (the “Borrower” or the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” andGuarantors named on Schedule 1.01 hereto, each a “Borrower”), each lender Lender from time to time party hereto (collectivelyhereto, the “Lenders” and individually, a “Lender”)each L/C Issuer from time to time party hereto, and BANK OF AMERICACITIZENS BANK, N.A., as Administrative Agent, Swing Line Lender collateral agent and an L/C Issuerissuer. The BorrowersBorrower has requested that the Lenders amend and restated that certain Credit Agreement, the lenders party thereto dated as of August 21, 2018 (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Original Credit Agreement”), pursuant to which by and among the Borrower and the Guarantors party thereto, the Agent, the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilitiesthereto, and the other parties thereto. The Agent, the Lenders are willing have indicated their willingness to do so continue to lend and the L/C Issuers have indicated their willingness to continue to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment JOINDER AGREEMENT The undersigned is executing and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request delivering this Joinder Agreement pursuant to that certain MD Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “MD Stockholders Agreement”) by and Assumption among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx Dell Separate Property Trust and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement H Designated Borrower Notice I-1 Form shall have the respective meanings ascribed to such terms in the MD Stockholder Agreement. By executing and delivering this Joinder Agreement to the MD Stockholders Agreement, the undersigned hereby adopts and approves the MD Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of Opinion DTI Securities, to become a party to, and to be bound by and comply with the provisions of, the MD Stockholders Agreement applicable to a Stockholder [and] [an MD Stockholder / MD Co-Investor], respectively, in the same manner as if the undersigned were an original signatory to the MD Stockholders Agreement. [The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the MD Stockholders Agreement, it is a Permitted Transferee of Xxxxxxxxx & Xxxxxxx LLP I-2 Form [●] and will be the lawful record owner of Opinion [●] shares of Vice President and Corporate Secretary [Insert description of series / type of Security] of the Company J Form as of Letter the date hereof. The undersigned hereby covenants and agrees that it will take all such actions as required of Credit Report K Form a Permitted Transferee as set forth in the MD Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of Foreign Obligor Opinion L Forms any DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of U.S. Tax Compliance Certificates AMENDED the original transferor Stockholder, as the case may be, immediately prior to such time that the undersigned no longer meets the qualifications of a Permitted Transferee as set forth in the MD Stockholders Agreement.]1 The undersigned acknowledges and agrees that Section 8.2 through Section 8.6 of the MD Stockholders Agreement are incorporated herein by reference, mutatis mutandis. 1 [To be included for transfers of DTI Securities to Permitted Transferees] Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . Signature Print Name Address: Telephone: Facsimile: Email: AGREED AND RESTATED CREDIT ACCEPTED as of the day of , . DELL TECHNOLOGIES INC. By: Name: Title: Annex A-2 FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT The undersigned is executing and delivering this Specified Subsidiary Joinder Agreement pursuant to that certain MD Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “MD Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx Dell Separate Property Trust, and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the MD Stockholders Agreement. By executing and delivering this Joinder Agreement to the MD Stockholders Agreement, the undersigned hereby adopts and approves the MD Stockholders Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the MD Stockholders Agreement applicable to a Specified Subsidiary, in the same manner as if the undersigned were an original signatory to the MD Stockholders Agreement. The undersigned acknowledges and agrees that Section 8.2 through Section 8.6 of the MD Stockholders Agreement are incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Specified Subsidiary Joinder Agreement as of the day of , . SPECIFIED SUBSIDIARY: [●] By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain MD Stockholders Agreement, dated as of [•], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “MD Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Xxxxxxx X. Dell, Xxxxx Xxxxxxxxx Dell Separate Property Trust and any other Persons who become a party thereto in accordance with the thereof, I, , the spouse of , who is a party to the MD Stockholders Agreement, do hereby join with my spouse in executing the foregoing MD Stockholders Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of the issuance, acquisition or receipt of DTI Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the MD Stockholders Agreement. Dated as of , (Signature of Spouse) (Print Name of Spouse) Annex C FORM OF DIRECTOR INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT Indemnification Agreement (this “Agreement”) is made and entered into as of June 28into, 2018effective , among AVNET, INC.by and between Dell Technologies Inc., a New York Delaware corporation (the “Company”), each Subsidiary of and (“Indemnitee”). This Agreement shall supersede the prior indemnification agreement between the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement Indemnitee dated as of July 9and, 2014 (as amendedfor the avoidance of doubt, supplemented this Agreement shall apply to any Expenses, Indemnifiable Claims and Indemnifiable Losses incurred or otherwise modified arising on, prior to or after the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Agreement.
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Revolving Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates E Guaranty Agreement F Opinion Matters G Compliance Certificate H-1 Assignment and Assumption H-2 Administrative Questionnaire AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Agreement”) is entered into as of June 283, 20182022, among AVNETENLINK MIDSTREAM, INC.LLC, a New York corporation Delaware limited liability company (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, Royal Bank of Canada, The Toronto-Dominion Bank, New York Branch, Truist Bank and Xxxxx Fargo Bank, N.A., as Co-Syndication Agents. The Borrower, certain of the Lenders and other financial institutions party thereto as lenders and Bank of America, as administrative agent, entered into swing line lender and letter of credit issuer are parties to that certain Revolving Credit Agreement dated as of July 9December 11, 2014 2018 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), ) pursuant to which the lenders party thereto have made available to the Borrowers thereunder provided a revolving credit facility, with letter of credit, swingline and multicurrency subfacilitiesfacility to the Borrower. The Borrowers have requested that Borrower, the Lenders agree and the Administrative Agent desire to an amendment amend and restatement of restate the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Revolving Loan Notice B Swing Line Loan Notice C Revolving Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement Opinion Matters H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Borrowing Base Certificate I Swing Line Note FIRST AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28May 16, 20182006, among AVNET, INC.MERITAGE HOMES CORPORATION, a New York Maryland corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), GUARANTY BANK, as Administrative Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., as Syndication Agent, and WACHOVIA BANK, NATIONAL ASSOCIATION and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C IssuerCo-Documentation Agents. The BorrowersBorrower, various financial institutions and the lenders party thereto Administrative Agent (the “Existing Lenders”as defined below) and Bank of America, N.A., as administrative agent, entered into are parties to that certain Credit Agreement Agreement, dated as of July 9December 12, 2014 (2002, as heretofore amended, modified and supplemented or otherwise modified prior from time to the date hereof, time (the “Existing Credit Agreement”). The parties hereto have agreed, pursuant to which the lenders party thereto have made available subject to the Borrowers a terms hereof, to amend and restate the Existing Credit Agreement for the purpose of, among other things, (a) increasing the amount of the revolving credit facilityfacility to $800,000,000, with letter of credit(b) amending the pricing, swingline certain covenants and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement various other provisions of the Existing Credit Agreement in and (c) revising the form composition of the lender group. The parties hereto intend that this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on other documents executed in connection herewith not effect a novation of the obligations of the Borrower under the Existing Credit Agreement, but merely effect a restatement and, where applicable, an amendment of the terms and conditions set forth hereingoverning such obligations. In consideration of the mutual covenants and agreements herein contained, the Existing Credit Agreement is hereby amended and restated in its entirety, and the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment JOINDER TO EXCHANGE AGREEMENT The undersigned is executing and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request delivering this joinder (this “Joinder”) to that certain Exchange Agreement, dated as of September 23, 2018 (as the same may be amended or supplemented from time to time hereafter, the “Exchange Agreement”), by and Assumption Agreement H Designated Borrower Notice I-1 Form among Xxxxxxx Royalty Partners, LP, a Delaware limited partnership (the “Partnership”), Xxxxxxx Royalty GP, LLC, a Delaware limited liability company, Xxxxxxx Royalty Operating, LLC, a Delaware limited liability company (the “Operating Company”), and the Xxxxxxx Art Foundation, a Texas non-profit corporation, Xxxxxxxx Minerals & Royalties, LLC, a Delaware limited liability company, EIGF Aggregator III LLC, a Delaware limited liability company, TE Drilling Aggregator LLC, a Delaware limited liability company, and Xxxxxxxx Management, LLC, a Texas limited liability company. By executing and delivering this Joinder to the Operating Company and the Partnership, the undersigned hereby agrees to become a party to the Exchange Agreement, and accepts, has the rights of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary agrees to be bound by and subject to, and to comply with, the terms, conditions and provisions of the Company J Form Exchange Agreement as a “Participating Holder” thereunder, as such term is defined therein, in the same manner as if the undersigned were an original signatory to the Exchange Agreement. Accordingly, the undersigned has executed and delivered this Joinder to the Exchange Agreement effective as of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT [ ], 2019. Accepted and Agreed: By: Name: EXHIBIT I FORM OF ADOPTION AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) Adoption Agreement is entered into as executed by the undersigned pursuant to the First Amended and Restated Limited Liability Company Agreement of June 28Xxxxxxx Royalty Operating, 2018, among AVNET, INC., a New York corporation LLC (the “Company”), each Subsidiary dated as of the Company party hereto pursuant to Section 2.14 (each such SubsidiarySeptember 23, together with the Company2018, the “Borrowers” andas amended, each a “Borrower”), each lender restated or supplemented from time to time party hereto (collectively, the “Lenders” and individuallytime, a “Lender”), copy of which is attached hereto and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto is incorporated herein by reference (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which . By the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form execution of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein containedAdoption Agreement, the parties hereto covenant and agree undersigned agrees as follows:
Appears in 1 contract
Samples: Securities Purchase Agreement (Kimbell Royalty Partners, LP)
Form of. A Committed Loan Notice B Swing Line Loan Notice C C-1 Revolving Note C-2 Swing Line Note C-0 Xxxxxxxx Xxxx Xxxx X-0 Xxx Xxxx Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Unencumbered Pool Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED REVOLVING CREDIT AND RESTATED CREDIT TERM LOAN AGREEMENT This AMENDED REVOLVING CREDIT AND RESTATED CREDIT TERM LOAN AGREEMENT (this “Agreement”) is entered into as of June 28July 21, 2018, 2014 by and among AVNET, INC.AGREE LIMITED PARTNERSHIP, a New York corporation Delaware limited partnership (the “CompanyBorrower”), each Subsidiary of the Company Loan Parties from time to time party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”)hereto, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICAPNC BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) with PNC CAPITAL MARKETS LLC and Bank of America, N.A.CITIGROUP GLOBAL MARKETS INC., as administrative agentJoint Lead Arrangers and Joint Book Managers for the Revolving Credit Facility, entered into PNC CAPITAL MARKETS LLC and SUNTRUST RXXXXXXX XXXXXXXX, INC., as Joint Lead Arrangers and Joint Book Managers for the New Term Loan Facility, PNC CAPITAL MARKETS LLC, as Sole Lead Arranger and Sole Book Manager for the Existing Term Loan Facility, CITIGROUP GLOBAL MARKETS INC., as Syndication Agent for the Revolving Credit Facility, SUNTRUST BANK, as Syndication Agent for the New Term Loan Facility, and BMO CAPITAL MARKETS, as Syndication Agent for the Existing Term Loan Facility. Certain of the Lenders and other financial institutions have made available to the Borrower a revolving facility in the amount of $85,000,000 on the terms and conditions contained in that certain Credit Agreement dated as of July 9October 26, 2014 2011 (as amended, supplemented or otherwise modified amended and in effect immediately prior to the date hereof, the “Existing Revolving Credit Agreement”)) by and among the Borrower, pursuant to which such Lenders, certain other financial institutions, and Bank of America, N.A., as Administrative Agent, and the lenders party thereto other parties thereto; Certain of the Lenders and other financial institutions have made available to the Borrowers Borrower a term loan facility in the amount of $35,000,000 on the terms and conditions contained in that certain Term Loan Agreement dated as of September 30, 2013 (as amended and in effect immediately prior to the date hereof, the “Existing Term Loan Agreement”) by and among the Borrower, such Lenders, certain other financial institutions, and PNC Bank, National Association, as Administrative Agent, and the other parties thereto; and The Borrower has requested that the Lenders amend and restate the Existing Term Loan Agreement (a) to replace the Existing Revolving Credit Agreement and (b) to make available to the Borrower credit facilities in an aggregate initial amount of $250,000,000, which will include the existing $35,000,000 term loan facility, a new $65,000,000 7-year term loan facility and a $150,000,000 revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so all on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant covenant, and agree that the Existing Term Loan Agreement is amended and restated in its entirety, as follows:
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Agree Realty Corp)
Form of. A Committed Loan Notice B Swing Line Loan Notice C Notice of Loan Prepayment D Note D E [Reserved] F Compliance Certificate E-1 G-1 Assignment and Assumption E-2 G-2 Administrative Questionnaire F Guaranty G Designated H Subsidiary Borrower Request and Assumption Agreement H Designated I Subsidiary Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L J-1-4 Forms of U.S. Tax Compliance Certificates K Joinder Agreement L Secured Party Designation Notice SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28April 14, 20182023, among AVNET, INC.CXXXXXXXX TECHNOLOGY CORPORATION, a New York Delaware corporation (the “CompanyCxxxxxxxx”), each the Subsidiary of the Company party hereto pursuant to Section 2.14 Borrowers (each such Subsidiaryas hereinafter defined and, together with the CompanyCxxxxxxxx, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto the Guarantors (collectivelyas hereinafter defined), the “Lenders” and individually, a “Lender”Lenders (as hereinafter defined), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers are party to that certain Axxxxxx and Restated Credit Agreement, dated as of March 26, 2021, among the Borrowers, the lenders Lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 agent (as the same may have been amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that requested, and the Administrative Agent, the Lenders agree party hereto, the Swing Line Lender and the L/C Issuer have agreed, to an amendment amend and restatement of restate the Existing Credit Agreement in and extend certain credit facilities to the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so Borrowers on the terms and conditions set forth herein. The amendment and restatement of the Existing Credit Agreement, and the continuation of the loans and other obligations thereunder as Loans and Obligations hereunder, are subject to the provisions of this Agreement, including the application of Section 11.23 hereof. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT JOINDER AGREEMENT This AMENDED AND RESTATED CREDIT THIS JOINDER AGREEMENT (this “AgreementJoinder”) is entered into ), dated as of June 28, 2018, is among AVNET, INC., a [corporation/limited liability company/partnership/other] (“New York Subsidiary”), SUREWEST COMMUNICATIONS, a California corporation (the “CompanyBorrower”), each Subsidiary of Borrower that is a party to the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with Credit Agreement as a Guarantor of the CompanySecured Obligations, the “Borrowers” and, each a “Borrower”Grantors under the Pledge and Security Agreement (as defined in the Credit Agreement), each lender and COBANK, ACB, as Administrative Agent (“Administrative Agent”) under that certain Credit Agreement, dated as of March 2, 2011, among Borrower, the Guarantors party thereto, Administrative Agent, CoBank, ACB, as Issuing Lender, Swingline Lender and a Lender, and such other Lenders as may from time to time party hereto (collectively, the “Lenders” and individually, become a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented modified, extended or otherwise modified prior restated from time to the date hereoftime, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement All of the Existing defined terms in the Credit Agreement in are incorporated herein by reference. Borrower is required by Subsection 2.12 of the form of this Credit Agreement to provide cause New Subsidiary to become a revolving credit facility, with swingline, letter “Guarantor” and a “Loan Party” thereunder and to become a “Subsidiary Guarantor” and a “Grantor” under the Pledge and Security Agreement. New Subsidiary will obtain benefits as a result of the continued extension of credit to Borrower under the Credit Agreement, which benefits are hereby acknowledged, and, accordingly, desires to execute and multicurrency subfacilitiesdeliver this Joinder. Therefore, and the Lenders are willing to do so on the terms and conditions set forth herein. In in consideration of the mutual covenants foregoing and agreements herein containedother good and valuable consideration, the parties hereto covenant receipt and sufficiency of which are hereby acknowledged, and to induce Lenders to continue to extend credit to Borrower under the Credit Agreement, New Subsidiary, Borrower, each existing Guarantor, each existing Grantor and Administrative Agent, for the benefit of the Secured Parties, hereby agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment JOINDER AGREEMENT The undersigned is executing and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request delivering this Joinder Agreement pursuant to that certain SLP Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “SLP Stockholders Agreement”) by and Assumption among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement H Designated Borrower Notice I-1 Form shall have the respective meanings ascribed to such terms in the SLP Stockholders Agreement. By executing and delivering this Joinder Agreement to the SLP Stockholders Agreement, the undersigned hereby adopts and approves the SLP Stockholders Agreement and agrees, effective commencing on the date hereof and as a condition to the undersigned’s becoming the transferee of Opinion DTI Securities, to become a party to, and to be bound by and comply with the provisions of, the SLP Stockholders Agreement applicable to a Stockholder [and] [SLP Stockholder], respectively, in the same manner as if the undersigned were an original signatory to the SLP Stockholders Agreement. [The undersigned hereby represents and warrants that, pursuant to this Joinder Agreement and the SLP Stockholders Agreement, it is a Permitted Transferee of Xxxxxxxxx & Xxxxxxx LLP I-2 Form [●] and will be the lawful record owner of Opinion [●] shares of Vice President and Corporate Secretary [Insert description of series / type of Security] of the Company J Form as of Letter the date hereof. The undersigned hereby covenants and agrees that it will take all such actions as required of Credit Report K Form a Permitted Transferee as set forth in the SLP Stockholders Agreement, including but not limited to conveying its record and beneficial ownership of Foreign Obligor Opinion L Forms any DTI Securities and all rights, title and obligations thereunder back to the initial transferor Stockholder or to another Permitted Transferee of U.S. Tax Compliance Certificates AMENDED the original transferor Stockholder, as the case may be, immediately prior to such time that the undersigned no longer meets the qualifications of a Permitted Transferee as set forth in the SLP Stockholders Agreement.]1 The undersigned acknowledges and agrees that Section 8.2 through Section 8.6 of the SLP Stockholders Agreement are incorporated herein by reference, mutatis mutandis. 1 [To be included for transfers of DTI Securities to Permitted Transferees] Accordingly, the undersigned has executed and delivered this Joinder Agreement as of the day of , . Signature Print Name Address: Telephone: Facsimile: Email: AGREED AND RESTATED CREDIT ACCEPTED as of the day of , . DELL TECHNOLOGIES INC. By: Name: Title: Annex A-2 FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT The undersigned is executing and delivering this Specified Subsidiary Joinder Agreement pursuant to that certain SLP Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “SLP Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the SLP Stockholders Agreement. By executing and delivering this Joinder Agreement to the SLP Stockholders Agreement, the undersigned hereby adopts and approves the SLP Stockholders Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the SLP Stockholders Agreement applicable to a Specified Subsidiary, in the same manner as if the undersigned were an original signatory to the SLP Stockholders Agreement. The undersigned acknowledges and agrees that Section 8.2 through Section 8.6 of the SLP Stockholders Agreement are incorporated herein by reference, mutatis mutandis. Accordingly, the undersigned has executed and delivered this Specified Subsidiary Joinder Agreement as of the day of , . SPECIFIED SUBSIDIARY: [●] By: Name: Title: Annex B FORM OF SPOUSAL CONSENT In consideration of the execution of that certain SLP Stockholders Agreement, dated as of [●], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “SLP Stockholders Agreement”) by and among Dell Technologies Inc., Denali Intermediate Inc., Dell Inc., EMC, Denali Finance Corp., Dell International L.L.C., each other Specified Subsidiary that may become a party thereto in accordance with the terms thereof, Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P., Silver Lake Technology Investors III, L.P., Silver Lake Technology Investors IV, L.P., SLP Denali Co-Invest, L.P. and any other Persons who become a party thereto in accordance with the thereof, I, , the spouse of , who is a party to the SLP Stockholders Agreement, do hereby join with my spouse in executing the foregoing SLP Stockholders Agreement and do hereby agree to be bound by all of the terms and provisions thereof, in consideration of the issuance, acquisition or receipt of DTI Securities and all other interests I may have in the shares and securities subject thereto, whether the interest may be pursuant to community property laws or similar laws relating to marital property in effect in the state or province of my or our residence as of the date of signing this consent. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the SLP Stockholders Agreement. Dated as of , (Signature of Spouse) (Print Name of Spouse) Annex C FORM OF DIRECTOR INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT Indemnification Agreement (this “Agreement”) is made and entered into as of June 28into, 2018effective , among AVNET, INC.by and between Dell Technologies Inc., a New York Delaware corporation (the “Company”), each Subsidiary of and (“Indemnitee”). This Agreement shall supersede the prior indemnification agreement between the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement Indemnitee dated as of July 9and, 2014 (as amendedfor the avoidance of doubt, supplemented this Agreement shall apply to any Expenses, Indemnifiable Claims and Indemnifiable Losses incurred or otherwise modified arising on, prior to or after the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Agreement.
Appears in 1 contract
Form of. A A-1 Committed Loan Notice B A-2 US Swing Line Loan Notice A-3 UK Swing Line Loan Notice B Note C Note D Compliance Certificate E-1 D Assignment and Assumption E-2 Administrative Questionnaire E Company Guaranty F Subsidiary Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28August 31, 20182006, among AVNETGRANT PRIDECO, INC., a New York Delaware corporation (the “Company”), each Subsidiary certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each, including each such SubsidiaryDesignated UK Borrower (as hereinafter defined), a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Syndication Agent, WXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, US Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) HSBC BANK PLC, as UK Swing Line Lender and Bank of Americaan L/C Issuer, and JPMORGAN CHASE BANK, N.A., as administrative agent, Documentation Agent. The Company and the Designated Borrowers have entered into that certain the Credit Agreement dated as of July 9May 12, 2014 2005 (as amended, supplemented or otherwise modified prior to the date hereofsame has been modified, the “Existing Credit Agreement”), pursuant to which with Bank of America, N.A., as syndication agent, Wxxxx Fargo Bank, National Association, as administrative agent, US swing line lender and an L/C issuer, HSBC Bank plc, as UK swing line lender and an L/C issuer, Deutsche Bank Securities Inc., as documentation agent, and the other lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilitiesthereto. The Borrowers have requested that the Lenders agree to an amendment amend and restatement restate the terms of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilitiesAgreement, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice A-3 Additional Term Facility Loan Notice B Swing Line Loan Notice C C-1 Revolving Note C-2 Term Note C-3 Additional Term Facility Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty Guarantee and Collateral Agreement G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Matters SECOND AMENDED AND RESTATED CREDIT AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28July 15, 20182011, among AVNETCOINSTAR, INC., a New York Delaware corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The BorrowersBorrower, certain of the Lenders, the lenders party thereto (L/C Issuer, the “Existing Lenders”) Swing Line Lender, and Bank of America, N.A., as administrative agent, the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of July 9November 20, 2014 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009 (as amended, supplemented heretofore amended or otherwise modified prior to the date hereofmodified, the “Existing Credit Original Agreement”), pursuant to which certain of the lenders party thereto have made available to the Borrowers a Lenders provide revolving credit facilityloans and term loans, with letter the Swing Line Lender provides swing line loans, and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit, swingline and multicurrency subfacilitiescredit from time to time. The Borrowers have Borrower has requested that the Lenders agree Original Agreement be amended in certain respects and, in order to an amendment do so, that the Original Agreement be amended and restatement of the Existing Credit Agreement restated in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilitiesits entirety, and the Lenders Lenders, the Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Form of. A Committed Loan Notice B B-1 Bid Request B-2 Competitive Bid C Swing Line Loan Notice C D Note D E Compliance Certificate E-1 F Assignment and Assumption E-2 Administrative Questionnaire F G Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Matters MEDIA GENERAL, INC. $1,000,000,000 (with an Uncommitted Increase Option to $1,500,000,000) AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28March 14, 20182005, among AVNETMEDIA GENERAL, INC., a New York corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”)Virginia corporation, each lender from time to time party hereto (collectivelyhereto, the “Lenders” SUNTRUST BANK and individuallyTHE BANK OF TOKYO-MITSUBISHI, a “Lender”)LTD., NEW YORK BRANCH, as Co-Syndication Agents, THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND, PLC, as Co-Documentation Agents and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The BorrowersBorrower is a party to that certain Credit Agreement dated as of June 29, 2001 among SunTrust Bank, as the lenders party thereto (documentation agent, Fleet Securities, Inc., Wachovia Bank, N.A., The Bank of Nova Scotia, and Mizuho Financial Group as the “Existing Lenders”) co-syndication agents and Bank of America, N.A., as the administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 agent (as amended, supplemented or otherwise modified prior to amended through the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have Borrower has requested that the Lenders agree to an amendment amend and restatement of restate the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that when the conditions set forth in Section 4.01 hereof are satisfied, the Existing Credit Agreement shall be amended and restated to read in full as hereinbefore set forth and follows:
Appears in 1 contract
Samples: Credit Agreement (Media General Inc)
Form of. A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Swing Line Loan Notice C C-1 Committed Loan Note C-2 Swing Line Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty Borrowing Base Certificate G Designated Borrower Request and Assumption [reserved] H Junior Subordinated Seller Note I Collateral Access Agreement H Designated Borrower J Joinder Agreement K DDA Notification L Credit Card Notification M Blocked Account Agreement N Senior Subordinated Seller Note O General Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“this "Agreement”") is entered into as of June 28September 30, 20182009, among AVNETBXXXXX & NOBLE, INC., a New York Delaware corporation (the “Company”"Lead Borrower"), each Subsidiary of the Company party Persons signatory hereto pursuant to Section 2.14 as borrowers and named on Schedule 1.01 hereto (each such Subsidiarycollectively, together with the CompanyLead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “"Borrowers” and"), each the Persons signatory hereto as guarantors and named on Schedule 1.02 hereto (collectively, together with such other Persons as may be joined as a “Borrower”guarantor from time to time in accordance herewith, the "Guarantors"), each lender from time to time party hereto (collectively, the “"Lenders” and individually, a “Lender”"), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender Lender, JPMORGAN CHASE BANK, N.A. and an L/C Issuer. The BorrowersWXXXX FARGO RETAIL FINANCE, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A.LLC, as administrative agentCo- Syndication Agents, entered into that certain Credit Agreement dated SUNTRUST BANK and US BANK, NATIONAL ASSOCIATION., as of July 9Co- Documentation Agents, 2014 (and REGIONS BANK and SOVEREIGN BANK, as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilitiesCo-Senior Managing Agents. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing have indicated their willingness to do so lend and the LC Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice B-1 Bid Request B-2 Competitive Bid C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of E Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Chief Counsel-General Corporate Secretary of the Company J Form of Letter of Five-Year Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Agreement AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT This AMENDED AND RESTATED FIVE-YEAR CREDIT AGREEMENT (“Agreement”) is entered into as of June 28December 23, 20182008, among AVNETMETLIFE, INC.. (“MetLife”) and METLIFE FUNDING, a New York corporation INC. (the “CompanyFunding”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, ; together with the Company, the “Borrowers” andMetLife, each a “Borrower” and collectively the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender Agent and an L/C Issuer. The Borrowers, the lenders party thereto (Lenders, the “Existing Lenders”) L/C Issuer, and Bank of America, N.A., as administrative agent, the Administrative Agent have heretofore entered into that certain Five-Year Credit Agreement dated as of July 9June 20, 2014 2007 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Original Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a Lenders provide revolving credit facility, with letter loans and competitive bid loans and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit, swingline and multicurrency subfacilitiescredit from time to time. The Borrowers have requested that the Lenders agree Original Agreement be amended in certain respects and, in order to an amendment do so, that the Original Agreement be amended and restatement of the Existing Credit Agreement restated in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilitiesits entirety, and the Lenders Lenders, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended and restated and ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Form of. A A-1 Committed Loan Notice A-2 Conversion/Continuation Notice B Swing Line Loan Notice C C-1 Committed Loan Note C-2 Swing Line Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty Borrowing Base Certificate G Designated Borrower Request and Assumption Security Agreement H Designated Borrower Collateral Access Agreement I Joinder Agreement J DDA Notification K Credit Card Notification L Blocked Account Agreement M General Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. N-1-4 Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 28August 3, 20182015, among AVNETXXXXXX & XXXXX, INC., a New York Delaware corporation (the “CompanyLead Borrower”), each Subsidiary of the Company party Persons signatory hereto pursuant to Section 2.14 as borrowers and named on Schedule 1.01 hereto (each such Subsidiarycollectively, together with the CompanyLead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender and an L/C Issuer. The BorrowersLender, the lenders party thereto (the “Existing Lenders”) and Bank of AmericaJPMORGAN CHASE BANK, N.A., XXXXX FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST BANK, as administrative agentCo-Syndication Agents, entered into that certain Credit Agreement dated and CITIZENS BANK, N.A. and REGIONS BANK, as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilitiesCo-Documentation Agents. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing have indicated their willingness to do so lend and the LC Issuers have indicated their willingness to issue Letters of Credit, in each case on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A A-1 Committed Revolving Loan Notice A-2 Committed Term Loan Notice B Swing Line Loan Notice C C-1 Revolving Note C-2 Term Note D Compliance Certificate E-1 E Assignment and Assumption E-2 Administrative Questionnaire F Guaranty Amended and Restated Guarantee and Collateral Agreement G Designated Opinion Matters H Foreign Borrower Request and Assumption Agreement H Designated I Foreign Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates K Administrative Questionnaire L Secured Party Designation Notice M Notice of Loan Prepayment THIRD AMENDED AND RESTATED CREDIT AGREEMENT This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 2824, 20182014, among AVNETOUTERWALL INC. (f/k/a COINSTAR, INC.), a New York Delaware corporation (the “Company”), each Subsidiary certain wholly-owned Subsidiaries of the Company party hereto pursuant to Section 2.14 2.18 (each such Subsidiary, a “Foreign Borrower” and together with the Company, collectively, the “Borrowers” and, and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The BorrowersCompany, certain of the Lenders, the lenders party thereto (L/C Issuer, the “Existing Lenders”) Swing Line Lender, and Bank of America, N.A., as administrative agent, the Administrative Agent have heretofore entered into that certain Credit Agreement dated as of November 20, 2007, as amended and restated by that certain Amended and Restated Credit Agreement dated as of April 29, 2009, and as further amended and restated by that certain Second Amended and Restated Credit Agreement dated as of July 915, 2014 2011 (as amended, supplemented heretofore amended or otherwise modified prior to the date hereofmodified, the “Existing Credit Original Agreement”), pursuant to which certain of the lenders party thereto have made available to the Borrowers a Lenders provide revolving credit facilityloans and term loans, with letter the Swing Line Lender provides swing line loans, and the L/C Issuer issues (and the Lenders purchase participations in) letters of credit, swingline and multicurrency subfacilitiescredit from time to time. The Borrowers have Company has requested that the Lenders agree Original Agreement be amended in certain respects and, in order to an amendment do so, that the Original Agreement be amended and restatement of the Existing Credit Agreement restated in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilitiesits entirety, and the Lenders Lenders, the Swing Line Lender, the L/C Issuer, and the Administrative Agent are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree that the Original Agreement is amended, restated, ratified and confirmed to read in its entirety as follows:
Appears in 1 contract
Samples: Credit Agreement (Outerwall Inc)
Form of. A Committed Revolving Loan Notice B A-1 Revolving Loan Notice for Alternative Daily Rate and Alternative Term Rate Loans B-1 Bid Request B-2 Competitive Bid C-1 [Intentionally Omitted] C-2 [Intentionally Omitted] C-3 Canadian Dollar Swing Line Loan Notice C C-4 Euro/Sterling Swing Line Loan Notice X-0 Xxxx X-0 Xxxx Xxxxxx X-0 Xxxx X-0 Loan Notice D Note D E Compliance Certificate E-1 F-1 Assignment and Assumption E-2 F-2 Administrative Questionnaire F G-1 Company Guaranty G G-2 Subsidiaries Guaranty H [Intentionally Omitted] I-1 Governing Senior Note Indenture I-2 Governing Senior Note Indenture Payoff Notice J Corporate Forecast K Solvency Certificate L Designated Borrower Request and Assumption Agreement H M Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates N Supplemental Addendum O Joinder Agreement P Sustainability Pricing Certificate SIXTH AMENDED AND RESTATED CREDIT AGREEMENT This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, this “Agreement”) is entered into as of June 28January 4, 20182023, among AVNETHost Hotels & Resorts, INC.L.P., a New York corporation Delaware limited partnership (the “Company”), each Subsidiary certain Subsidiaries of the Company party hereto pursuant to Section 2.14 2.19 (each such Subsidiarya “Designated Borrower” and, together with the Company, the “Borrowers” andand each, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A.CREDIT AGRICOLE CORPORATE INVESTMENT BANK, as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Sustainability Structuring Agent.
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C CONVERSION NOTICE TO: QUICKSILVER RESOURCES INC. JPMORGAN CHASE BANK The undersigned registered owner of this Note D Compliance Certificate E-1 Assignment hereby irrevocably exercises the option to convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated, into Common Stock, or if applicable, cash, in accordance with the terms of the Indenture referred to in this Note, and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request directs that the shares of Common Stock or cash payable and Assumption Agreement H Designated Borrower Notice I-1 Form deliverable upon such conversion, together with any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If such shares of Opinion Common Stock or cash or any portion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form this Note not converted are to be payable or issued in the name of Opinion a Person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of Vice President and Corporate Secretary Interest, if any, accompanies this Note. Dated: Signature(s) Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. Signature Guarantee Fill in the amount of Common Stock of the Company J Form and Notes if to be delivered other than to and in the name of Letter the registered holder: (Name) (Street Address) (City, State and Zip Code) Please print name and address Principal amount to be converted (if less than all): $ Social Security or Other TaxpayerIdentification Number: FORM OF CHANGE OF CONTROL REPURCHASE ELECTION TO: QUICKSILVER RESOURCES INC. JPMORGAN CHASE BANK The undersigned registered owner of Credit Report K Form this Note hereby irrevocably acknowledges receipt of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 28, 2018, among AVNET, INC., a New York corporation notice from Quicksilver Resources Inc. (the “Company”)) as to the occurrence of a Change of Control with respect to the Company and requests and instructs the Company to repurchase the entire principal amount of this Note, each Subsidiary or the portion thereof (which is $1,000 or a multiple thereof) below designated, in accordance with the terms of the Company party hereto pursuant Indenture referred to Section 2.14 (each in this Note at the price of 100% of such Subsidiaryentire principal amount or portion thereof, together with the Companyaccrued and unpaid Interest to, but excluding, the “Borrowers” andChange of Control Repurchase Date, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) and Bank of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior to the date registered holder hereof, . Capitalized terms used herein but not defined shall have the “Existing Credit Agreement”), pursuant meanings ascribed to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement of the Existing Credit Agreement such terms in the form of this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on the terms and conditions set forth hereinIndenture. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:Dated: Signature(s)
Appears in 1 contract
Samples: Registration Rights Agreement (Quicksilver Resources Inc)
Form of. A Committed Loan Notice B Swing Line Loan Notice Note C Note D Compliance Certificate E-1 D Assignment and Assumption E-2 Administrative Questionnaire F E Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates FOURTH AMENDED AND RESTATED CREDIT AGREEMENT This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of June 282, 20182006, among AVNET, INC.SPARTECH CORPORATION, a New York Delaware corporation (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender Agent and an L/C Issuer. The BorrowersBorrower, various financial institutions and the lenders party thereto Administrative Agent (the “Existing Lenders”as defined below) and Bank of America, N.A., as administrative agent, entered into are parties to that certain Third Amended and Restated Credit Agreement Agreement, dated as of July 9March 3, 2014 (2004, as heretofore amended, modified and supplemented or otherwise modified prior from time to the date hereof, time (the “Existing Credit Agreement”). The parties hereto have agreed, pursuant to which the lenders party thereto have made available subject to the Borrowers a terms hereof, to amend and restate the Existing Credit Agreement so as to, among other things, (a) increase the amount of the revolving credit facilityfacility to $300,000,000, with letter of credit(b) amend the pricing, swingline certain covenants and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment and restatement various other provisions of the Existing Credit Agreement in and (c) revise the form composition of the lender group. The parties hereto intend that this Agreement to provide a revolving credit facility, with swingline, letter of credit and multicurrency subfacilities, and the Lenders are willing to do so on other documents executed in connection herewith not effect a novation of the obligations of the Borrower under the Existing Credit Agreement, but merely a restatement and, where applicable, an amendment of the terms and conditions set forth hereingoverning such obligations. In consideration of the mutual covenants and agreements herein contained, the Existing Credit Agreement is amended and restated in its entirety, and the parties hereto covenant and agree as follows:
Appears in 1 contract
Samples: Credit Agreement (Spartech Corp)
Form of. A Committed Loan Notice B Swing Line Loan Notice B-1 US BorrowersBorrower Note B-2 European Borrower Note C Note D Compliance Certificate E-1 D Assignment and Assumption E-2 Administrative Questionnaire E Guaranty F Guaranty Opinion Matters G Designated Borrower Request and Assumption Joinder Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President US Security and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates Pledge Agreement AMENDED AND RESTATED CREDIT AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT dated as of August 3, 2010 (“Agreement”) is entered into as amended by the First Amendment dated as of June 28, 20182011, the Second Amendment and Consent dated as of December 29, 2011 and the Third Amendment dated as of May 18, 2012 (the “Third Amendment”), and as may be amended, restated, supplemented or otherwise modified from time to time, this “Credit Agreement” or “Agreement”), among AVNET, INCIMATION CORP., a New York Delaware corporation (“Imation”) and IMATION ENTERPRISES CORP., a Delaware corporation (“Enterprises”), (each of Imation and Enterprises is referred to individually herein as a “US Borrower” and collectively as the “US Borrowers”), IMATION EUROPE B.V., a company organized under the laws of the Netherlands with a corporate seat in Amsterdam, the Netherlands (the “Company”), each Subsidiary of the Company party hereto pursuant to Section 2.14 (each such Subsidiary, European Borrower” and together with the CompanyUS Borrowers, each individually a “Borrower” and collectively, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), ) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender Agent and an L/C Issuer. The Borrowers, the lenders party thereto (the “Existing Lenders”) Lenders have made available senior secured revolving credit and Bank letter of America, N.A., as administrative agent, entered into that certain Credit Agreement dated as of July 9, 2014 (as amended, supplemented or otherwise modified prior credit facilities to the date hereof, Borrowers pursuant to the “Existing Credit Agreement”), pursuant to which the lenders party thereto have made available to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that the Lenders agree to an amendment amend and restatement of restate the Existing Credit Agreement in Agreement, which shall continue the form of this Agreement to provide a senior revolving credit facility, with swingline, and letter of credit and multicurrency subfacilitiesfacilities to the Borrowers, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Appears in 1 contract
Form of. A Committed Loan Notice B Swing Line Loan Notice C Note D Compliance Certificate E-1 Assignment and Assumption E-2 Administrative Questionnaire F Guaranty G Designated Borrower Request and Assumption Agreement H Designated Borrower Notice I-1 Form of Opinion of Xxxxxxxxx & Xxxxxxx LLP I-2 Form of Opinion of Vice President and Corporate Secretary of the Company J Form of Letter of Credit Report K Form of Foreign Obligor Opinion L Forms of U.S. Tax Compliance Certificates AMENDED AND RESTATED CREDIT JOINDER AGREEMENT This AMENDED AND RESTATED CREDIT AGREEMENT Joinder Agreement (the “AgreementJoinder”) is entered into dated as of June 28______________, 2018, among AVNET, INC., a New York corporation ____ (the “CompanyEffective Date”), each Subsidiary ) and is entered into by and between [Insert name of Lender] (the Company party hereto pursuant to Section 2.14 (each such Subsidiary, together with the Company, the “Borrowers” and, each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”)) and Xxxxx Fargo Bank, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer. The Borrowers, the lenders party thereto National Association (the “Existing LendersAdministrative Agent”) ). Capitalized terms used but not defined herein shall have the meanings given to them in the Second Amended and Bank of America, N.A., as administrative agent, entered into that certain Restated 5-Year Revolving Credit Agreement dated as of July 9March 31, 2014 2011 among Pioneer Natural Resources Company, the Administrative Agent and the lenders and other agents party thereto (as amended, supplemented or otherwise modified prior from time to the date hereoftime, the “Existing Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Lender. The Lender (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Joinder and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to become a Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 5.01(a) or (b) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder and to commit to its Commitment on the basis of which it has made such analysis and decision independently and without reliance on the lenders party thereto have made available Administrative Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Borrowers a revolving credit facility, with letter of credit, swingline and multicurrency subfacilities. The Borrowers have requested that Joinder is any documentation required to be delivered by it pursuant to the Lenders agree to an amendment and restatement terms of the Existing Credit Agreement in Agreement, duly completed and executed by the form of this Agreement to provide a revolving credit facilityLender; and (b) agrees that (i) it will, with swinglineindependently and without reliance on the Administrative Agent, letter of credit and multicurrency subfacilitiesor any other Lender, and based on such documents and information as it shall deem appropriate at the Lenders are willing time, continue to do so on make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms and conditions set forth herein. In consideration of the mutual covenants Loan Documents are required to be performed by it as a Lender. This Joinder shall be binding upon, and agreements herein containedinure to the benefit of, the parties hereto covenant and agree their respective successors and assigns. This Joinder may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Joinder by telecopy shall be effective as follows:delivery of a manually executed counterpart of this Joinder. This Joinder shall be governed by, and construed in accordance with, the law of the State of Texas. LENDER [NAME OF LENDER] By: ________________________________________ Name: Title: ADMINISTRATIVE AGENT XXXXX FARGO BANK, NATIONAL ASSOCIATION By: _____________________________________________ Name: Title: Consented to: PIONEER NATURAL RESOURCES COMPANY By: ______________________________________________ Name: Title: Exhibit G - 2 Second Amended and Restated 5-Year Revolving Credit Agreement
Appears in 1 contract
