JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary
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JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH SERVICES CORPORATION TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx Cxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank X’ Xxxxxx By: /s/ Dxxx Cxxxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx X’ Xxxxxx Name: Gxxx Cxxxxxx X. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Secretary Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK Secretary TELETECH CUSTOMER CARE TELETECH GOVERNMENT SOLUTIONS,LLC MANAGEMENT (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALWEST VIRGINIA), INC. By: /s/ Fxxxxxx Cxxxxxx X. Xxxx X’ Xxxxxx By: /s/ Cxxxxxx X. X’ Xxxxxx Name: Fxxxxxx Cxxxxxx X. Xxxx IZUMI, INC. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL Secretary Title: Secretary TELETECH CUSTOMER SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. TTEC NEVADA, INC. By: /s/ Mxxxxxx Cxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer X’ Xxxxxx By: /s/ Dxxxx Cxxxxxx X. Xxxx X’ Xxxxxx Name: Dxxxx Cxxxxxx X. Xxxx X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Title: SecretarySecretary Title: Secretary TELETECH INTERNATIONAL NEWGEN RESULTS CORPORATION HOLDINGS, INC. By: /s/ Cxxxxxx X. X’ Xxxxxx By: /s/ Cxxxxxx X. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Title: Secretary Title: Secretary DIRECT ALLIANCE CORPORATION TELETECH STOCKTON, LLC By: /s/ Cxxxxxx X. X’ Xxxxxx By: /s/ Cxxxxxx X. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Name: Cxxxxxx X. X’ Xxxxxx Title: Secretary Title: Secretary SCHEDULE 1 REVOLVING CREDIT COMMITMENT COMMITMENT LENDERS PERCENTAGE AMOUNT MAXIMUM AMOUNT KeyBank National Association 36.11 % $ 65,000,000 $ 65,000,000 Wxxxx Fargo Bank, N.A. 16.66 % $ 30,000,000 $ 30,000,000 JPMorgan Chase Bank, N.A. 13.88 % $ 25,000,000 $ 25,000,000 Bank of America, N.A. 13.88 % $ 25,000,000 $ 25,000,000 Wachovia Bank, National Association 11.11 % $ 20,000,000 $ 20,000,000 The Northern Trust Company 8.33 % $ 15,000,000 $ 15,000,000 Total Commitment Amount 100 % $ 180,000,000 $ 180,000,000
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JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS ANY LEGAL PROCEEDING WITH RESPECT TO ANY DISPUTE WILL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE WITHOUT A JURY. DEALER AND EACH GUARANTOR HEREBY CDF WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE TRIAL IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL SUCH PROCEEDING. DEALER HEREBY CONSENTS TO THE RELATIONSHIP ESTABLISHED AMONG THEM JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN ILLINOIS AND WAIVES ANY OBJECTION WHICH DEALERS MAY HAVE BASED ON IMPROPER VENUE OR FORUM NON CONVENIENS TO THE CONDUCT OF ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETOSUCH COURT. THIS CONTRACT CONTAINS JURY WAIVER SHALL NOT IN ANY WAY AFFECTAND PUNITIVE DAMAGE WAIVER PROVISIONS. Dated: June , WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF2011. AMCAST INDUSTRIAL GE COMMERCIAL DISTRIBUTION FINANCE CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Name Title CDW LLC By: /s/ Dxxx Xxxxxx X. Xxxxxxx NameXxxxxx Treasurer Tax ID: Dxxx 00-0000000 Org. ID: 0000-000-0 Dealer’s Chief Executive Office and Principal Place of Business: 000 X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxxxxxxx Xxxxxx Xxxxxx Xxxxx, N.A. XX 00000 CDW Logistics, Inc. By: /s/ Jxxxxxx Xxxxxx X. Xxxxxx Treasurer Tax ID: 00-0000000 Org. ID: 0000-000-0 Dealer’s Chief Executive Office and Principal Place of Business: 000 X. Xxxxxxxxx NameXxxxxx Xxxxxx Xxxxx, XX 00000 CDW Technologies, Inc. By: Jxxxxxx Xxxxxx X. Xxxxxx Treasurer Tax ID: 00-0000000 Org. ID: B055883 Dealer’s Chief Executive Office and Principal Place of Business: 000 X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK Xxxxxx Xxxxxx Xxxxx, XX 00000 CDW Government LLC By: /s/ Sxxxxxx Xxxxxx X. Xxxxxxx NameXxxxxx Treasurer Tax ID: Sxxxxxx 00-0000000 Org. ID: 0000-000-0 Dealer’s Chief Executive Office and Principal Place of Business: 000 X. Xxxxxxx Title: Vice President FISTAR BANKXxxxxxxxx Xxxxxx Xxxxxx Xxxxx, N.A. XX 00000 CDW Direct, LLC By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx NameTreasurer Tax ID: Nxxxxxxx 00-0000000 Org. ID: 0000-000-0 Dealer’s Chief Executive Office and Principal Place of Business: 000 X. Xxxxxxxxx Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest Xxxxxx Xxxxx, XX 00000 to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT the Revolving Loan Credit Agreement FORM OF GUARANTEE AND COLLATERAL AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement GUARANTEE AND COLLATERAL AGREEMENT dated as of July 23June 24, 20012011 among CDW CORPORATION, CDW LLC, the Subsidiaries of CDW LLC from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 SECTION 1.01. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinCredit Agreement 1 SECTION 1.02. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Other Defined Terms 1 ARTICLE II GUARANTEE 7 SECTION 2.01. Guarantee 7 SECTION 2.02. Guarantee of Payment 7 SECTION 2.03. No Limitations, Etc 7 SECTION 2.04. Reinstatement 8 SECTION 2.05. Agreement To Pay; Subrogation 8 SECTION 2.06. Information 8 SECTION 2.07. Instrument for the Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryMoney 9
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JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION DAVEY TREE EXPERT COMPANY By: /s/ Fxxxxxx Xxxxx X. Xxxx Xxxxxx Name: Fxxxxxx Xxxxx X. Xxxx Xxxxxx Title: Executive Vice President President, CFO and Secretary and /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Treasurer KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxxxxx X. Xxxxxxx Name: Dxxx Xxxxxxx X. Xxxxxxx Title: Vice President NATIONAL CITY BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Jxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Senior Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR FIRSTMERIT BANK, N.A. By: /s/ Gxxx Xxxxxx Xxxxxx Xxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Xxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Nxxxxxxx Xxxxxx X. Xxxxxx Cavallari Name: Nxxxxxxx Xxxxxx X. Xxxxxx Cavallari Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryAGREEMENT
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JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 2401 Xxxxx Xxxxxx Xxxx THE STANDARD PRODUCTS COMPANY Dearxxxx, WAIVEXxxxxxxx 00000 Attention: Mr. Charxxx Xxxx By:____________________________ Treasurer ___________________________ Address: National City Bank Building NATIONAL CITY BANK 1900 Xxxx Xxxxx Xxxxxx, LIMIT00xx Xxxor As a Bank and as Agent Clevxxxxx, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ByXxxx 00000-0000 Attention: /s/ Fxxxxxx Ms. Xxxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: By:____________________________ Vice President KEYBANK NATIONAL ASSOCIATION__________________________ Address: 500 Xxxxxxxx Xxx. COMERICA BANK Detroit, as Agent and as a Bank Michigan 48226-3265 Attention: Mr. Michxxx Xxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: :____________________________ Vice President __________________________ Address: 611 Xxxxxxxx Xxx., 2nd Floor NBD BANK ONE INDIANADetroit, N.A. Michigan 48226 Attention: Ms. Xxxx Xxxxx By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: :____________________________ Vice President __________________________ [Signatures Continued on Next Page] 49 Address: 127 Xxxxxx Xxxxxx XXXXXXX XXXIONAL ASSOCIATION Clevxxxxx, Xxxx 00000 Attn: Mr. Xxxxxx X. Xxxxxxxx By:___________________________ Assistant Vice President _________________________ Address: One Wall Street, 22nd Floor THE BANK OF NEW YORK New York, New York 10286 Attn: Mr. Xxxxxxx X. Xxxxxx, Jr. By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: :___________________________ Vice President FISTAR BANK_________________________ Address: 111 Xxxx Xxxxxx Xxxxxx HARRXX XXXST AND SAVINGS BANK 10th Xxxxx, Xxxx Xxxxxxx, Xxxxxxxx 00000 Attn: Mr. Xxxxxxx X. Xxxxxxxxx By:___________________________ Vice President _________________________ Address: 100 Xxxxxxx Xxxxxx BANKBOSTON, N.A. Bostxx, Xxxxxxxxxxxxx 00000 Attn: Ms. Xxxx X. Xxxxxxxx By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to :___________________________ Managing Director __________________________ SCHEDULE 1 COMMITMENT BANKING INSTITUTIONS PERCENTAGE MAXIMUM AMOUNT -------------------- ---------- -------------- National City Bank 22.22222223% $ 50,000,000 Comerica Bank 17.77777778% $ 40,000,000 NBD Bank 17.77777778% $ 40,000,000 KeyBank National Association 17.77777778% $ 40,000,000 The Bank of DaytonNew York 8.88888888% $ 20,000,000 Harrxx Xxxst and Savings Bank 8.88888888% $ 20,000,000 BankBoston, N.A. 6.66666667% $ 15,000,000 ----------- -------------- Total Commitment Amount 100% $225,000,000 EXHIBIT A REVOLVING CREDIT NOTE $__________ Cleveland, Ohio September __, 1997 FOR VALUE RECEIVED, the undersigned THE STANDARD PRODUCTS COMPANY ("Borrower") By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each promises to pay on the last day of the undersigned consents and agrees to and acknowledges Commitment Period, as defined in the terms of the foregoing First Amendment Agreement dated as of July 23Credit Agreement, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each order of _________ ("Bank") at the undersigned further agrees that the obligations Main Office of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersignedNATIONAL CITY BANK, by signing belowas Agent, hereby waives and releases Agent and each of the Banks and their respective directors1900 Xxxx Xxxxx Xxxxxx, officersXxxxxxxxx, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary00000-0000 xxx principal sum of
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Samples: Standard Products Co
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTBANKRUPTCY SERVICES LLC FINANCIAL BALLOTING GROUP, WAIVELLC EPIQ SYSTEMS ACQUISITION, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFINC. AMCAST INDUSTRIAL XXXXXXX-XXXXXXX CORPORATION By: /s/ Fxxxxxx Xxxxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx HILSOFT, INC. Xxxxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxxxx Secretary, as Agent Chief Financial Officer and as a Bank Treasurer By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx Xxxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALSecretary NMATRIX, INC. By: /s/ Fxxxxxx Xxxxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMIXxxxxx NOVARE, INC. Title: Xxxxxxxxx X. Xxxxxx Executive Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. and Chief Financial Officer By: /s/ Mxxxxxx Xxxxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxx Xxxxxxxxx X. Xxxxxxx Title: Xxxxxx Treasurer and Secretary EPIQ ADVISORY SERVICES, LLC By: /s/ Dxxxx Xxxxxxxxx X. Xxxx Name: Dxxxx Xxxxxx Xxxxxxxxx X. Xxxx Title: SecretaryXxxxxx Executive Vice President and Chief Financial Officer
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 5960 Xxxxxxx Xxxx STERIS CORPORATION Mentor, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Ohio 44060 Attention: Chief Financial By: /s/ Fxxxxxx Bill X. Xxxx Name: Fxxxxxx Xxxxxxx Officer ------------------------------------- Bill X. Xxxx Title: Xxxxxxx, Xxairman of the Board, President, and Chief Executive Officer and /s/ Michxxx X. Xxxxxxxx, XXI ------------------------------------- Michxxx X. Xxxxxxxx, XXI, Senior Vice President and Chief Financial Officer Address: Key Center KEYBANK NATIONAL ASSOCIATION, 127 Xxxxxx Xxxxxx as Agent and as a Bank Clevxxxxx, Xxxx 00000 Attention: Large Corporate By: /s/ Dxxx X. Xxxxxxx NameJ.T. Xxxxxx Banking Division ------------------------------------- J.T. Xxxxxx, Xxce President Address: Dxxx X. Xxxxxxx Title1900 Xxxx Xxxxx Xxxxxx NATIONAL CITY BANK, 7th Floor, Locator: Vice President BANK ONE INDIANA2077 as a Bank and as Documentation Agent Clevxxxxx, N.A. Xxxx 00000 Attention: Large Corporate By: /s/ Jxxxxxx Terrx X. Xxxxxxxxx Name: Jxxxxxx Xxxle Group ------------------------------------- Terrx X. Xxxxxxxxx Title: Xxxle, Senior Vice President THE BANK OF NEW YORK Address: 600 Xxxxxxxx Xxxxxx XXXX XXX, XX, Xxxxxxxxx, Xxxx 00000-0000 as a Bank and as Syndication Agent Attention:_______________ By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Babexxx Xxxxx Xxxrdt ------------------------------------- Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryGroup Manager 57
Appears in 1 contract
JURY TRIAL WAIVER. BORROWEREACH PARTY HERETO WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM, AGENTCOUNTERCLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORCREDIT, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL DEALINGS WITH ONE ANOTHER RELATING TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH SUBJECT MATTER OF THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENTAGREEMENT. Very truly yours, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Applicant: QUALCOMM RIVER HOLDINGS B.V. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx Xxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Managing Director The undersigned, Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President Post does hereby certify that he is the Treasury Director of XXXXXXXX Xxxxxxxxxxxx and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each that Xxxx Xxxxxxxxx is the duly elected and presently incumbent Managing Director of the undersigned consents Applicant, and agrees to that the statements and acknowledges the terms of signatures in the foregoing First Amendment Agreement dated as of July 23, 2001. Each of are true and correct on the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INCdate hereof. By: /s/ Fxxxxxx X. Xxxx Xxxxxxx Post Name: Fxxxxxx X. Xxxx IZUMI, INC. Xxxxxxx Post Title: Vice President AMCAST CASTING TECHNOLOGIESTreasury Director Applicant’s type & jurisdiction of organization: Private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) Applicant’s address for notices, INCetc.: QUALCOMM River Holdings B.V. Science Park 400, Matrix II 1098 XH Amsterdam Attention: Managing Director with a copy to: XXXXXXXX Xxxxxxxxxxxx 0000 Xxxxxxxxx Xxxxx San Diego, CA 92121 Attention: Xxxx Xxxxxxxxx, Director Email: xxxxxxxx@xxxxxxxx.xxx Applicant’s Agent for service of process per Section 24(a): The Xxxxxxxx-Xxxx Corporation System, Inc. 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000 Xxxx xx Xxxxxxxxxx, Xxxxxx of New Castle, Delaware ACCEPTED AND AGREED TO: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Xxxxxx Xxxxxx Throne Name: Mxxxxxx X. Xxxxxxx Xxxxxx Xxxxxx Throne Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryDirector ANNEX
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFAIR VENT INC. AMCAST INDUSTRIAL ALABAMA METAL INDUSTRIES CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Xxxxx By: /s/ Dxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Dxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President BANK ONE INDIANAChief Financial Officer Title: Chief Financial Officer APPLETON SUPPLY CO., N.A. INC. CLEVELAND PICKLING, INC. By: /s/ Jxxxxxx Xxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK Xxxxx By: /s/ Sxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President FISTAR BANKChief Financial Officer Title: Chief Financial Officer CONSTRUCTION METALS, N.A. LLC DIAMOND PERFORATED METALS, INC. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ Xxxxxxx X. Xxxxx By: /s/ Lxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Lxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Chief Financial Officer Title: V.P./ Sr.Relationship Mgr. COMERICA BANK Chief Financial Officer DRAMEX INTERNATIONAL INC XXXXXXXX CORPORATION By: /s/ Nxxxxxxx Xxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) Xxxxx By: /s/ Nxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Nxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION Chief Financial Officer Title: Chief Financial Officer XXXXXXXX CORPORATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS KANSAS GIBRALTAR INTERNATIONAL, INC. By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Fxxxxxx Xxxxxxx X. Xxxx IZUMIXxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer GIBRALTAR STRIP STEEL, INC. K & W METAL FABRICATORS, LLC By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESChief Financial Officer Title: Chief Financial Officer XXXX/NORWESCO, LLC SEA SAFE, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESBy: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer SOLAR GROUP, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. SOLAR OF MICHIGAN, INC. By: /s/ Mxxxxxx Xxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Xxxxx By: /s/ Dxxxx Xxxxxxx X. Xxxx Xxxxx Name: Dxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: SecretaryChief Financial Officer Title: Chief Financial Officer SOUTHEASTERN METALS MANUFACTURING COMPANY, INC. UNITED STEEL PRODUCTS COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer SCHEDULE 1 COMMITMENT OF LENDERS COMMITMENT REVOLVING PERCENTAGE CREDIT FOR REVOLVING COMMITMENT REVOLVING LENDERS LENDERS AMOUNT KeyBank National Association 12.00 % $ 24,000,000.00 Manufacturers and Traders Trust Company 10.13 % $ 20,266666.67 JPMorgan Chase Bank, N.A. 9.33 % $ 18,666,666.67 BMO Capital Markets Financing, Inc. (through Xxxxxx X.X., as a Fronting Lender) 9.33 % $ 18,666,666.67 HSBC Bank USA, National Association 9.33 % $ 18,666,666.67 Bank of America, N.A. (successor by merger to Fleet National Bank) 9.33 % $ 18,666,666.67 PNC Bank, National Association (successor to National City Bank) 9.33 % $ 18,666,666.67 US Bank, National Association 8.80 % $ 17,600,000.00 RBS Citizens, National Association 6.69 % $ 13,333,333.33 Citibank, N.A. 6.13 % $ 12,266,666.65 Comerica Bank 5.60 % $ 11,200,000.00 PNC Bank, National Association 4.00 % $ 8,000,000.00 Maximum Revolving Amount 100 % $ 200,000,000.00 Total Commitment Amount $ 200,000,000 SCHEDULE 2 GUARANTORS OF PAYMENT Air Vent Inc., a Delaware corporation Alabama Metal Industries Corporation, a Delaware corporation Appleton Supply Co., Inc., a Delaware corporation Construction Metals, LLC, a California limited liability company Diamond Perforated Metals, Inc., a California corporation Dramex International Inc., a Delaware corporation Xxxxxxxx Corporation, an Illinois corporation Xxxxxxxx Corporation of Kansas, a Kansas corporation Gibraltar International, Inc., a Delaware corporation Gibraltar Strip Steel, Inc., a Delaware corporation K & W Metal Fabricators, LLC, a Colorado limited liability company Xxxx/Norwesco, LLC, a Delaware limited liability company Sea Safe, Inc., a Louisiana corporation Solar Group, Inc., a Delaware corporation Solar of Michigan, Inc., a Delaware corporation Southeastern Metals Manufacturing Company, Inc., a Florida corporation United Steel Products Company, Inc., a Minnesota corporation SCHEDULE 4 REAL PROPERTY The following parcels of real property owned by the Borrowers and/or the Subsidiaries that are subject to a Deed of Trust as required pursuant to the terms of the Agreement:
Appears in 1 contract
Samples: First Amendment Agreement (Gibraltar Industries, Inc.)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL STERIS CORPORATION By: /s/ Fxxxxxx /s/Bill X. Xxxx NameXxxxxxx ----------------------------------------- Bill X. Xxxxxxx, Xxairman of the Board, President, and Chief Executive Officer and: Fxxxxxx /s/Les X. Xxxx Title: Xxxxxx ----------------------------------------- Les X. Xxxxxx, Xxnior Vice President Finance and Operations, and Chief Financial Officer KEYBANK NATIONAL ASSOCIATION, as Agent a Bank and as a Bank Agent By: /s/ Dxxx J.T. Xxxxxx ----------------------------------------- J.T. Xxxxxx, Xxce President NATIONAL CITY BANK By /s/ Robexx X. Xxxxxxx Name----------------------------------------- Robexx X. Xxxxxxx, Xxce President BANK ONE, NA, By: Dxxx X. Xxxxxxx /s/ Babexxx Xxxxx Xxxrxx ------------------------------------------ Title: Managing Director --------------------------------------- PNC BANK, NATIONAL ASSOCIATION, By: /s/ Bryox Xxxx --------------------------------- Title: Vice President --------------------------------- ABN AMRO BANK ONE INDIANAN.V., N.A. PITTSBURGH BRANCH, By: /s/ Jxxxxxx Roy X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Xxxxxxxx --------------------------------- Title: Group Vice President and Director --------------------------------- and: /s/ Gregxxx X. Xxxxxxx --------------------------------- Title: Senior Vice President --------------------------------- THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Jonaxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxxx --------------------------------- Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA --------------------------------- HARRXX XXXST AND SAVINGS BANK By: /s/ Nxxxxxxx Jeffxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Xxxxxxxxx --------------------------------- Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to Managing Director --------------------------------- SCHEDULE 1 TRANCHE A TRANCHE A TRANCHE B TRANCHE B COMMITMENT COMMITMENT COMMITMENT COMMITMENT BANKING INSTITUTIONS AMOUNT PERCENTAGE AMOUNT PERCENTAGE MAXIMUM AMOUNT -------------------- ------ ---------- ------ ---------- -------------- KeyBank National $50,000,000 20.00% $43,125,000 28.75% $93,125,000 Association National City Bank $46,875,000 18.75% $28,125,000 18.75% $75,000,000 Bank One, NA $46,875,000 18.75% $28,125,000 18.75% $75,000,000 ABN AMRO Bank N.V., $31,250,000 12.50% $18,750,000 12.50% $50,000,000 Pittsburgh Branch PNC Bank, National $31,250,000 12.50% $18,750,000 12.50% $50,000,000 Association The Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President New York $21,875,000 8.75% $0 0% $21,875,000 Harrxx Xxxst and Savings $21,875,000 8.75% $13,125,000 8.75% $35,000,000 Bank $250,000,000 100.00% $150,000,000 100.00% $400,000,000 Total Commitment Amount $400,000,000 GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the ------------------------ The undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001Agreement. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the The undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersignedMEDICAL & ENVIRONMENTAL DESIGNS, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. ECOMED, INC. AMERICAN STERILIZER COMPANY STERIS INTERNATIONAL SALES CORPORATION STERIS EUROPE, INC. STERIS ASIA PACIFIC, INC. STERIS LATIN AMERICA, INC. STERIS INC. STERIS USA DISTRIBUTION CORPORATION HTD HOLDING CORP. HAUSTED, INC. ISOMEDIX INC. ISOMEDIX OPERATIONS INC. ISOMEDIX (fka Wheeltek, Inc.) AS INTERNATIONALPUERTO RICO), INC. By: /s/ Fxxxxxx Bill X. Xxxx Name: Fxxxxxx Xxxxxxx ----------------------------------------- Bill X. Xxxx IZUMIXxxxxxx, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY Xxesident of each of the foregoing Companies HSTD LLC By: Amcast Casting Technologies,Inc. HTD Holding Corp., its member By: /s/ Mxxxxxx Bill X. Xxxxxxx a General Partner Name: Mxxxxxx -------------------------------------- Bill X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxxx, Xxesident
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxx X. Xxxxxxx Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Xxxxxxx X Xxxxxx Name: Jxxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx Xxxxxxx X. Xxxxxxx Name: Sxxxxxx Xxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxx Xxxxxx Name: Gxxx Xxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxx Xxxxxx Name: Lxxxx Xxxxx Xxxxxx Title: Vice President and /s/ Pxxx Xxxx X. Xxxxxxx Name: Pxxx Xxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx Xxxx X. Xxxxxx Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, EXHIBIT C COMPLIANCE CERTIFICATE For Fiscal Quarter ended THE BANKS AND EACH GUARANTOR UNDERSIGNED HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryCERTIFY THAT:
Appears in 1 contract
Samples: Second Amendment Agreement (Amcast Industrial Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. /s/ Jamex X. Xxxxxx By: _______________________________ Jamex X. Xxxxxx, Xxce President /s/ Fxxxxxx Ronaxx X. Xxxx Name: Fxxxxxx Xxxxxx and _______________________________ Ronaxx X. Xxxx Title: Vice President Xxxxxx, Xxcretary KEYBANK NATIONAL ASSOCIATION, as a Bank and as Administrative Agent and /s/ Kennxxx X. Xxxxxx By: __________________________________ Kennxxx X. Xxxxxx, Xxce President THE HUNTINGTON NATIONAL BANK, as a Bank and as Co-Agent /s/ Timoxxx X. Xxxx By: /s/ Dxxx ____________________________________ Timoxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxce President
Appears in 1 contract
Samples: Second Amendment Agreement (Park Ohio Holdings Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: One Applied Plaza APPLIED INDUSTRIAL TECHNOLOGIES, WAIVEClevxxxxx, LIMITXxxx 00000 INC. Attention: John X. Xxxxxxx, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Vice President-Chief By: /s/ Fxxxxxx John X. Xxxx Name: Fxxxxxx X. Xxxx Xxxxxxx Financial Officer and ------------------------------- Treasurer Title: Vice President ---------------------------- and ------------------------------- Title: ---------------------------- Address: Key Center KEYBANK NATIONAL ASSOCIATION, 127 Xxxxxx Xxxxxx as Agent and as a Bank Clevxxxxx, Xxxx 00000 Attention: Large Corporate By:/s/ Brenxxx X. Xxxxxx Banking Division --------------------- Brenxxx X. Xxxxxx, Xxsistant Vice President Address: 1900 Xxxx Xxxxx Xxxxxx NATIONAL CITY BANK Locator #2104 Clevxxxxx, Xxxx 00000 Attention: Corporate Banking By:/s/ Terrx X. Xxxle ------------------------------- Terrx X. Xxxle, Vice President Address: 611 Xxxxxxxx Xxxxxx NBD BANK Detroit, MI 48226 Attention: Corporate Banking By: /s/ Dxxx Paul X. Xxxxxxx NameXxXxxx ------------------------------- Paul X. XxXxxx, Xxce President 71 Address: Dxxx One Mellon Bank Center MELLON BANK, N.A. Room 4530 Pittxxxxxx, XX 00000-0000 Attention: Corporate Banking By: /s/ Mark X. Xxxxxxx Xxxxxxxx ------------------------------- Mark X. Xxxxxxxx, Xxsistant Vice President Address: 249 Xxxxx Xxxxxx PNC BANK, NATIONAL ASSOCIATION PI-POPP-00-2 Pittxxxxxx, XX 00000-0000 Attention: Corporate Banking By: /s/ Willxxx X. Xxxxxxxx ------------------------------- Title: Vice President BANK ONE INDIANA------------------------------ Address: 1350 Xxxxxx Xxxxxx, Xxxxx 000 STAR BANK, N.A. ML 4449 Clevxxxxx, Xxxx 00000 Attention: Corporate Banking By: /s/ Jxxxxxx W. Gregxxx Xxxxxx ------------------------------- W. Gregxxx Xxxxxx, Xxsistant Vice President Address: U.S. Corporate Banking BANK OF MONTREAL 115 Xxxxx XxXxxxx Xxxxxx 00xx Xxxxx Xxxxxxx, XX 00000 Attention: Corporate Banking By: /s/ Sheixx X. Xxxxxxxxx NameXxxxxx ------------------------------- Title: Jxxxxxx Director ------------------------------- Address: BCE Place FIRST CHICAGO NBD BANK, CANADA PO Bxx 000 161 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X000 Attention: Corporate Banking By: /s/ Paul X. Xxxxxxxxx XxXxxx ------------------------------- Title: Vice President THE BANK OF NEW YORK ----------------------------- Address: 77 Kxxx Xxxxxx Xxxx XXXXXX XXXX XXXXXX Suitx 0000 Xxxxxxx, Xxxxxxx X0X0X0 Attention: Corporate Banking Room F006350 By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Edwaxx XxXxxxx ------------------------------- Title: Vice President FISTAR BANK------------------------------- Address: 1 First Canadian Place BANK OF MONTREAL 24th Xxxxx Xxxxxxx, N.A. Xxxxxxx X0X0X0 Attention: Corporate Banking By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President Ben Xxxxxxxxx ------------------------------- Ben Xxxxxxxxx, Xxrector SCHEDULE 1 Revolving Revised Revolving Commitment Amount Canadian Banking Commitment Commitment Commitment Amount On and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest After Commitment Amount Institution Percentage Percentage Prior to Activation Date Activation Date KeyBank National Association, 26.6667% 40% $40,000,000 $40,000,000 -0- a Domestic Bank National City Bank, 23.3334% 35% 35,000,000 35,000,000 -0- a Domestic Bank NBD Bank 16.6667% -0- 25,000,000 - 0 - -0- Mellon Bank, NA 10% -0- 15,000,000 - 0 - -0- PNC Bank, National Association, 10% 15% 15,000,000 15,000,000 -0- a Domestic Bank Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each Montreal 6.6667% -0- 10,000,000 - 0 - -0- Star Bank, N.A., 6.6667% 10% 10,000,000 10,000,000 - 0 - a Domestic Bank First Chicago NBD Bank Canada, a -0- 50% -0- -0- CAD 35,000,000 Canadian Bank Mellon Bank Canada, -0- 30% -0- -0- CAD 21,000,000 a Canadian Bank Bank of Montreal, -0- 20% -0- -0- CAD 14,000,000 a Canadian Bank Total 100% 100% $150,000,000 $100,000,000 CAD 70,000,000 Total Commitment Amount Banking Institution Maximum Amount Revised Maximum Amount KeyBank National Association, $40,000,000 $40,000,000 a Domestic Bank National City Bank, 35,000,000 35,000,000 a Domestic Bank NBD Bank 25,000,000 - 0 - Mellon Bank, NA 15,000,000 - 0 - PNC Bank, National Association, 15,000,000 15,000,000 a Domestic Bank Bank of Montreal 10,000,000 - 0 - Star Bank, N.A., 10,000,000 10,000,000 a Domestic Bank First Chicago NBD Bank Canada, a -0- CAD 35,000,000 Canadian Bank Mellon Bank Canada, -0- CAD 21,000,000] a Canadian Bank Bank of Montreal, -0- CAD 14,000,000 a Canadian Bank Total $150,000,000 $100,000,000 CAD 70,000,000 Total Commitment Amount $150,000,000 $100,000,000 CAD 70,000,000 SCHEDULE 2 GUARANTORS OF PAYMENT 1. Applied Industrial Technologies-ABC, Inc., an Ohio corporation 2. Applied Industrial Technologies-DBB, Inc., an Ohio corporation 3. Applied Industrial Technologies-Dixix, Xxc., a Tennessee corporation 4. Applied Industrial Technologies-Mainline, Inc., a Wisconsin corporation 5. Applied Industrial Technologies-Midwest, Inc., an Ohio corporation 6. Applied Industrial Technologies-GA LP, a Delaware limited partnership 7. Applied Industrial Technologies-TN LP, a Delaware limited partnership 8. Applied Industrial Technologies-TX LP, a Delaware limited partnership 9. Applied Industrial Technologies-PA LLC, a Pennsylvania limited liability company 10. Air and Hydraulics Engineering, Incorporated, an Alabama corporation 11. American Bearing and Power Transmission, Inc., a Michigan corporation 12. ESI Acquisition Corporation, an Ohio corporation 13. Moorx Xxxring Company, a Michigan corporation 14. The Ohio Ball Bearing Company, an Ohio corporation 15. Bearings Pan American, Inc., an Ohio corporation 16. Bearings Sales and Services, Inc., a West Virginia corporation 17. BER Capital, Inc., a Delaware corporation SCHEDULE 3 CANADIAN BORROWERS None as of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Closing Date. 76 EXHIBIT A REVOLVING CREDIT NOTE $_______________ Cleveland, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of Ohio November 5, 1998 FOR VALUE RECEIVED, the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING APPLIED INDUSTRIAL TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES("Borrower") promises to pay on the last day of the Commitment Period, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. as defined in the Credit Agreement (as hereinafter defined), to the order of _________ ("Bank") at the Main Office of KEYBANK NATIONAL ASSOCIATION, Agent, 127 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx Name: Dxxxx X. Xxxx Title: Secretary00000-0000 xxx principal sum of
Appears in 1 contract
Samples: Assignment and Acceptance Agreement (Applied Industrial Technologies Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Title: Vice President President, Finance KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxx X. Xxxxxxx Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Name: Jxxxxxx Xxxxxx X. Xxxxxxxxx Xxxxxxxx Title: Assistant Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx Xxxxxxx X. Xxxxxxx Name: Sxxxxxx Xxxxxxx X. Xxxxxxx Title: Vice President FISTAR FIRSTAR BANK, N.A. By: /s/ Gxxx Xxxx Xxxxxx Name: Gxxx Xxxx Xxxxxx Title: AVP Vice President CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Xxxxxxxx X. Xxxx Name: Lxxxx Xxxxxx Xxxxxxxx X. Xxxx Title: Vice President and /s/ Pxxx X. Xxx xxx Xxxxxxx Name: Pxxx X. Xxx xxx Xxxxxxx Title: V.P./ Sr.Relationship Mgr. Vice President COMERICA BANK By: /s/ Nxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Name: Nxxxxxxx Xxxxx X. Xxxxxx Xxxxxxxx Title: Assistant First Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx Xxxx X. Xxxxxx Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Third Amendment Agreement dated as of July 23April 15, 20012002. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Name: X. X. Xxxx AMCAST CASTING TECHNOLOGIES, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. X. Xxxx By: Amcast Casting Technologies, Title: Vice President Inc., a General Partner By: /s/ X. X. Xxxx Name: X. X. Xxxx Title: SecretaryVice President
Appears in 1 contract
JURY TRIAL WAIVER. EACH BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: X. XXXXXXXX, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFINC. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx X. Xxxxxxxx Attn: Name: Fxxxxxx Xxxxxx X. Xxxx Xxxxxxxx Title: Executive Vice President Address: 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Attn: By: /s/ Dxxx Xxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxx X. Xxxxxx Title: Vice President Address: 0 Xxxxxxx Xxxxx Xxxxx, Xxxx 00000 NATIONAL CITY BANK, as a Bank and /s/ Pxxx as Co-Documentation Agent Attn: Xxxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK Thompsaon By: /s/ Nxxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Sr. Vice President : Address One Wall Street 21st Floor THE BANK OF NEW YORK, as a Bank and as Co-Documentation Agent XX, XX 00000 Attn: Xxx XxXxxxxxx By: /s/ Xxxxxxx X. XxXxxxxxx Name: Xxxxxxx X. XxXxxxxxx : Title: AVP Address 000 X. Xxxxxx XXXXXX TRUST AND SAVINGS BANK 00 Xxxx Xxxxxxx, XX 00000 By: /s/ Xxxxx X. Xxxxxxxx Attn: Name: Nxxxxxxx Xxxxx X. Xxxxxxxx Title: Vice President Address: 000 Xxxxxxxx Xxx. BANK ONE, NA Mail Code M11-8073 Xxxxxxx, XX 00000 Attn: Xxxx XxXxxx/or By: /s/ Xxxxx X. Xxxxxx Xxx Xxxxxxxxx (000) 000 0000 Name: Xxxxx X. Xxxxxx Title: Assistant First Vice President NATIONAL CITY Address: 0000 Xxxx Xxxxx Xxxxxx FIFTH THIRD BANK (successor in interest to National City Bank of Dayton) Xxxxxxxxx, XX 00000 By: /s/ Nxxx Xxxxx X. Xxxxxx Byroes Attn: Name: Nxxx Xxxxx X. Byroes Title: Vice President Address: 00 X. Xxxxx Street COMMERZBANK AG, New York and Suite 0000 Xxxxx Xxxxxx Xxxxxxxx Xxxxxxx, XX 00000 Attn: Xx. Xxxx Xxxxxxx By: /s/ Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23and: /s/ Xxxxxx Warning Name: Xxxxxx Warning Title: Assistant Treasurer Address: 000 Xxxx 00xx Xxxxxx KBC BANK, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersignedN.V. New York, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. New York 10019 By: /s/ Fxxxxxx X. Xxxx Xxxxxx Diels Attn: Corporate Banking Name: Fxxxxxx X. Xxxx IZUMI, INC. Xxxxxx Diels Title: First Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Byand: /s/ Mxxxxxx X. Xxxxxxx a General Partner Xxxxxxxxx Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxxxxx
Appears in 1 contract
Samples: Credit Agreement (Schulman a Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONRonald J. Cozean -------------------- Ronald J. Cozean, Secretary XXXXXXX XXXXXXXX ASSOCIATION as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Babette C. Schubert ----------------------- Babette C. Schubert, Vice President xxx Xxxxor Banker THE HUNTINGTON NATIONAL BANK, as Co-Agent and as a Bank By:/s/ John R. Macks ------------------------------------ Name: Dxxx X. Xxxxxxx John R. Macks --------------------------------- Title: Vice President BANK ONE INDIANA, N.A. -------------------------------- THE NORTHERN TRUST COMPANY By: /s/ Jxxxxxx X. Xxxxxxxxx David J. Sullivan ----------------------------------- Name: Jxxxxxx X. Xxxxxxxxx David J. Sullivan --------------------------------- Title: Vice President THE BANK OF NEW YORK By-------------------------------- FIFTH THIRD BANK, NORTHEXXXXXX XXXX Xx: /s/ Sxxxxxx /x/ Xxx X. Xxxxxxx ----------------------------------- Name: Sxxxxxx X. Xxxxxxx Roy C. Lanctot --------------------------------- Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President -------------------------------- GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the ------------------------ The undersigned consents and agrees to and acknowledges the terms of the foregoing First Fourth Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, The undersigned hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS EACH BANK AND EACH GUARANTOR HEREBY WAIVE WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBANKS OR THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND THE GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALATBD, INC. PARK AVENUE TRAVEL LTD. CASTLE RUBBER COMPANY PARK-OHIO STRUCTURAL HARDWARE LLC CICERO FLEXIBLE PRODUCTS, INC. PHARMACEUTICAL LOGISTICS, INC. DONEGAL BAY LTD. PHARMACY WHOLESALE LOGISTICS, INC. GENERAL ALUMINUM MFG. COMPANY PMC-COLINET, INC.PMC INDUSTRIES CORP. ILS TECHNOLOGY, INC. PRECISION MACHINING CONNECTION LLC INTEGRATED HOLDING COMPANY RB&W MANUFACTURING LLC INTEGRATED LOGISTICS SOLUTIONS, INC. THE AJAX MANUFACTURING COMPANY INTEGRATED LOGISTICS SOLUTIONS LLC (for itself and as successor THE METALLOY CORPORATION by merger to Columbia Nut & Bolt LLC, GIS Industries, Inc. TOCCO, INC. and Industrial Fasteners LLC) TRICKERATION, INC. INTEGRATED LOGISTICS HOLDING COMPANY By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Ronald J. Cozean By: /s/ Mxxxxxx Ronaxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxx ------------------------------------------- -------------------------------------------- Ronald J. Cozean, Secretary of each of the Rxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxx, Secretary of each of the foregoing companies foregoing companies
Appears in 1 contract
Samples: Fourth Amendment Agreement (Park Ohio Holdings Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS EACH BORROWER AND EACH GUARANTOR HEREBY BANK WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOFBORROWERS AND BANK, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS AND BANK. Address: c/o Zaremba Group, AGENT AND THE BANKSIncorporated BRAINTREE RETAIL LIMITED 14600 Xxxxxxx Xxxxxx, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxxx 0000 XXXXXXXXXXX Xxxxxxxx, Xxxx 00000 Attention: Josexx X. Xxxxxxxx By: /s/ Fxxxxxx X. Xxxx NameZarexxx Xxxintree Company, a Delaware corporation, its General Partner By: Fxxxxxx X. Xxxx ------------------------------- Title: Vice President ---------------------------- Address: c/o Zaremba Group, Incorporated FREDERICKSBURG RETAIL 14600 Xxxxxxx Xxxxxx, Xxxxx 0000 XIMITED PARTNERSHIP Lakexxxx, Xxxx 00000 Attention: Josexx X. Xxxxxxxx By: Zarexxx Xxxdericksburg, L.L.C., A Delaware limited liability company, its General Partner By: ------------------------------- Title: ---------------------------- Address: c/o Zaremba Group, Incorporated TRAVERSE RETAIL LIMITED 14600 Xxxxxxx Xxxxxx, Xxxxx 0000 XXXXXXXXXXX Xxxxxxxx, Xxxx 00000 Attention: Josexx X. Xxxxxxxx By: Zarexxx Xxxverse, L.L.C., a Delaware limited liability company, its General Partner By: ------------------------------- Title: ---------------------------- Address: c/o Zaremba Group, Incorporated WHITEHALL RETAIL, L.L.C. 14600 Xxxxxxx Xxxxxx Xxxxxxxx, Xxxx 00000 By: Attention: Josexx X. Xxxxxxxx ------------------------------- Title: ---------------------------- Address: Key Tower KEYBANK NATIONAL ASSOCIATIONASSOCIATION 127 Xxxxxx Xxxxxx Xxxxxxxxx, as Agent and as a Bank Xxxx 00000-0000 Attention: Large Corporate By: /s/ Dxxx Banking ------------------------------- Jamex X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice Xxxxxx, Xxce President BANK ONE INDIANAEXHIBIT A BRAINTREE NOTE $6,359,019.63 Cleveland, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKOhio October 25, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 232000 FOR VALUE RECEIVED, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing belowBRAINTREE RETAIL LIMITED PARTNERSHIP, hereby waives and releases Agent and each a Delaware limited partnership ("Braintree"), promises to pay to the order of KEYBANK NATIONAL ASSOCIATION ("Bank") at its Main Office at 127 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000, xx at such other place as Bank shall designate, the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims principal sum of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS SIX MILLION THREE HUNDRED FIFTY-NINE THOUSAND NINETEEN AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary63/100 DOLLARS
Appears in 1 contract
Samples: Credit Agreement (Borders Group Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx Xxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx ------------------------------------ Xxxxxx X. Xxxx Title: Vice President Xxxxxx, Secretary KEYBANK NATIONAL ASSOCIATION, ASSOCIATION as Agent and as a Bank By: /s/ Dxxx Xxxxxxx X. Xxxxxxxx -------------------------------------- Xxxxxxx X. Xxxxxxxx, Vice President and Senior Banker THE HUNTINGTON NATIONAL BANK, as Co-Agent and as a Bank By:/s/ Xxxx X. Xxxxx --------------------------------------- Name: Dxxx Xxxx X. Xxxxxxx Xxxxx ------------------------------------ Title: Vice President BANK ONE INDIANA, N.A. ----------------------------------- THE NORTHERN TRUST COMPANY By: /s/ Jxxxxxx Xxxxx X. Xxxxxxxxx Xxxxxxxx -------------------------------------- Name: Jxxxxxx Xxxxx X. Xxxxxxxxx Xxxxxxxx ------------------------------------ Title: Vice President THE BANK OF NEW YORK ----------------------------------- XXXXX XXXXX XXXX, XXXXXXXXXXXX XXXX By: /s/ Sxxxxxx Xxx X. Xxxxxxx ------------------------------------- Name: Sxxxxxx Xxx X. Xxxxxxx ------------------------------------ Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President ----------------------------------- GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the ------------------------ The undersigned consents and agrees to and acknowledges the terms of the foregoing First Fourth Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, The undersigned hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS EACH BANK AND EACH GUARANTOR HEREBY WAIVE WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBANKS OR THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND THE GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALATBD, INC. PARK AVENUE TRAVEL LTD. CASTLE RUBBER COMPANY PARK-OHIO STRUCTURAL HARDWARE LLC CICERO FLEXIBLE PRODUCTS, INC. PHARMACEUTICAL LOGISTICS, INC. DONEGAL BAY LTD. PHARMACY WHOLESALE LOGISTICS, INC. GENERAL ALUMINUM MFG. COMPANY PMC-COLINET, INC.PMC INDUSTRIES CORP. ILS TECHNOLOGY, INC. PRECISION MACHINING CONNECTION LLC INTEGRATED HOLDING COMPANY RB&W MANUFACTURING LLC INTEGRATED LOGISTICS SOLUTIONS, INC. THE AJAX MANUFACTURING COMPANY INTEGRATED LOGISTICS SOLUTIONS LLC (for itself and as THE METALLOY CORPORATION successor by merger to Columbia Nut & Bolt LLC, GIS TOCCO, INC. Industries, Inc. and Industrial Fasteners LLC) TRICKERATION, INC. INTEGRATED LOGISTICS HOLDING COMPANY By: /s/ Fxxxxxx Xxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Xxxxxx By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxx ----------------------------------------------- ----------------------------------------- Xxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx Xxxxxx, Secretary of each of the Xxxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxx, Secretary of each of the foregoing companies foregoing companies
Appears in 1 contract
Samples: Fourth Amendment Agreement (Park Ohio Industries Inc/Oh)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWERS AND EACH GUARANTOR HEREBY BANK WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOFBORROWER AND BANK, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERANY BORROWER AND BANK. TRANS-INDUSTRIES, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALTRANSIGN, INC. By: /s/ Fxxxxxx Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx -------------------------------- ------------------------------- Title: Chief Financial Officer Title: Treasurer Address: 0000 X. Xxxx NameXxxxx Road Address: Fxxxxxx 0000 X. Xxxx IZUMIXxxxx Road Rochester Hills, MI 48309 Xxxxxxxxx Xxxxx, XX 00000 VULTRON, INC. THE XXXX COMPANY By: /s/ Xxx Xxxxxxx By: /s/ Xxx Xxxxxxx -------------------------------- ------------------------------- Title: Treasurer Title: Treasurer Address: 0000 X. Xxxxx Road Address: 0000 X. Xxxxx Road Rochester Hills, MI 48309 Xxxxxxxxx Xxxxx, XX 00000 TRANSMATIC, INCORPORATED By: /s/ Xxx Xxxxxxx -------------------------------- Title: Treasurer Address: 0000 X. Xxxxx Road Rochester Hills, MI 48309 THE HUNTINGTON NATIONAL BANK By: /s/ Xxxxxx X. Xxxxx -------------------------------- Title: Vice President AMCAST CASTING TECHNOLOGIESAddress: 000 Xxxxxx Xxxxxx Xxxxxxxxx, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESXxxx 00000 Attention: Xxxxxx X. Xxxxx EXHIBIT A REVOLVING CREDIT NOTE $6,000,000.00 Cleveland, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryOhio As of August ___, 2004
Appears in 1 contract
Samples: Credit and Security Agreement (Trans Industries Inc)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTSXXXX ENTERPRISES — SOUTH AFRICA, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFINC. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx W. Mxxxxxx Xxxxxxx Name: Fxxxxxx X. Xxxx W. Mxxxxxx Xxxxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONSYKES REALTY, as Agent and as a Bank INC. By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Jxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx Jxxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. SYKES GLOBAL HOLDINGS LLC By: /s/ Fxxxxxx X. Xxxx W. Mxxxxxx Xxxxxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. W. Mxxxxxx Xxxxxxx Title: Senior Vice President AMCAST CASTING TECHNOLOGIESSYKES E-COMMERCE, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. INCORPORATED By: /s/ Mxxxxxx Jxxxx X. Xxxxxxx a General Partner Xxxxxx Name: Jxxxx X. Xxxxxx Title: Director FINANCIAL SERVICES WORLDWIDE, LLC By: /s/ Jxxxx X. Xxxxxx Name: Jxxxx X. Xxxxxx Title: Secretary MCQUEEN INTERNATIONAL INCORPORATED By: /s/ W. Mxxxxxx X. Xxxxxxx Name: W. Mxxxxxx Xxxxxxx Title: Treasurer Director SXXXX XX HOLDINGS LLC By: /s/ Dxxxx X. Xxxx W. Mxxxxxx Xxxxxxx Name: Dxxxx X. Xxxx W. Mxxxxxx Xxxxxxx Title: SecretarySenior Vice President Signature Page to Acknowledgment and Agreement
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENTPLEDGORS, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 1100 Xxxxxxxx Xxxxxx XXXXXXX XXXXXX XXXPANY Clevxxxxx, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxx 00000 By: /s/ Fxxxxxx Michxxx X. Xxxx NameXxxxx -------------------------------- Michxxx X. Xxxxx, Xxeasurer Address: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION127 Public Square KEYBANKNATIONAL ASSOCIATION Clevxxxxx, XX 00000-0000 as Agent and as a Bank ByAttn: Large Corporate Group By /s/ Dxxx Lawrxxxx X. Xxxxxxx Name: Dxxx Xxxx -------------------------------- Lawrxxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx Ronxxx X. Xxxx Name: Fxxxxxx Xxxxxx ------------------------------------- Ronxxx X. Xxxx Title: Vice President Xxxxxx, Xecretary KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Babxxxx X. Xxxxxxxx -------------------------------------- Babxxxx X. Xxxxxxxx, Xice President and Senior Banker THE HUNTINGTON NATIONAL BANK, as Co-Agent and as a Bank By: /s/ Johx X. Xxxxx -------------------------------------- Name: Johx X. Xxxxx Title: Assistant Vice President THE NORTHERN TRUST COMPANY By: /s/ Davxx Xxxxxxxx -------------------------------------- Name: Davxx Xxxxxxxx Title: Vice President FIFTH THIRD BANK, NORTHEASTERN OHIO By: /s/ Roy X. Xxxxxxx -------------------------------------- Name: Dxxx Roy X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
Samples: Second Amendment Agreement (Park Ohio Holdings Corp)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTSXXXX ENTERPRISES — SOUTH AFRICA SYKES E-COMMERCE, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION INCORPORATED By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank W. Mxxxxxx Xxxxxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Jxxxx X. Xxxxxx Name: Nxxxxxxx W. Mxxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) Title: Director SYKES REALTY, INC. MCQUEEN INTERNATIONAL INCORPORATED By: /s/ Nxxx Jxxxx X. Xxxxxx By: /s/ W. Mxxxxxx Xxxxxxx Name: Jxxxx X. Xxxxxx Name: Nxxx X. Xxxxxx W. Mxxxxxx Xxxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. Title: Director SYKES GLOBAL HOLDINGS LLC SXXXX XX HOLDINGS LLC By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. W. Mxxxxxx Xxxxxxx By: /s/ W. Mxxxxxx X. Xxxxxxx a General Partner Name: W. Mxxxxxx X. Xxxxxxx Name: W. Mxxxxxx Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Senior Vice President Title: SecretarySenior Vice President SCHEDULE 3 PLEDGED SECURITIES Pledged Name of Subsidiary Jurisdiction Pledgor Percentage Sykes (Bermuda) Holdings Limited Bermuda Sxxxx XX Holdings LLC 65 %
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx John X. Xxxx Name: Fxxxxxx Xxxxx -------------------------------------- John X. Xxxx Title: Vice President Xxxxx, Xxesident and Chief Executive Officer KEYBANK NATIONAL ASSOCIATION, ASSOCIATION as Agent and as a Bank By: /s/ Dxxx Lawrxxxx X. Xxxxxxx Name: Dxxx Xxxx -------------------------------------- Lawrxxxx X. Xxxxxxx Title: Xxxx, Xxnior Vice President BANK ONE INDIANA, N.A. BANCA COMMERCIALE ITALIANA By: /s/ Jxxxxxx D.R. Xxxx -------------------------------------- D.R. Xxxx, Xxce President and /s/ Mathxx X. Xxxxxxxxx Name: Jxxxxxx Xxxxxxxx -------------------------------------- Mathxx X. Xxxxxxxxx Title: Vice Xxxxxxxx, Xxce President THE BANK OF NEW YORK By: /s/ Sxxxxxx Edwaxx X. Xxxxxxx Name: Sxxxxxx Xxxxxxxxx XXX -------------------------------------- Edwaxx X. Xxxxxxx Title: Xxxxxxxxx XXX, Vice President FISTAR BANKUS Commercial Banking BANK ONE, N.A. NA By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP Susax X. Xxxxxxxx -------------------------------------- Susax X. Xxxxxxxx, Xxce President & Portfolio Manager CREDIT AGRICOLE INDOSUEZ (successor in interest to Caisse Nationale de Credit Agricole) By: /s/ Lxxxx Davix Xxxxx -------------------------------------- Davix Xxxxx, X.V.P. Head of Corporate Banking Chicago and /s/ Kathxxxxx X. Xxxxxx Name: Lxxxx -------------------------------------- Kathxxxxx X. Xxxxxx Title: First Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Nichxxxx X. Xxxxxx Name: Nxxxxxxx -------------------------------------- Nichxxxx X. Xxxxxx TitleAccount Officer CREDITO ITALIANO SPA By: Assistant /s/ H.P. Butlxx -------------------------------------- H.P. Butlxx First Vice President and /s/ Gainfranco Bisagni -------------------------------------- Gainfranco Bisagni First Vice President INSTITUTO BANCARIO SAN PAOLO DI TORINO, SPA By: /s/ Willxxx X. XxXxxxxx -------------------------------------- Willxxx X. XxXxxxxx First Vice President and /s/ Carlx Xxxxxxx -------------------------------------- Carlx Xxxxxxx DJM NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION F/k/a NATIONAL CITY BANK OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryDAYTON
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Samples: Second Amendment Agreement (Amcast Industrial Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION DAVEY TREE EXPERT COMPANY By: /s/ Fxxxxxx Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Executive Vice President, CFO & Secretary and /s/ Xxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx X. Xxxx Title: Vice President Treasurer KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxxx X. Xxxxxxx Xxxxx Name: Dxxx /s/ Xxxxx X. Xxxxxxx Xxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR FIRSTMERIT BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23PNC BANK, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. NATIONAL ASSOCIATION By: /s/ Fxxxxxx Xxxxxx X. Xxxx Xxxxx Name: Fxxxxxx Xxxxxx X. Xxxx IZUMIXxxxx Title: Sr. Vice President XXXXX FARGO BANK, INC. N.A. By: /s/ Xxxxxx X. Cavallari Name: Xxxxxx X. Cavallari Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryGUARANTOR ACKNOWLEDGMENT AND AGREEMENT
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JURY TRIAL WAIVER. BORROWEREACH OF THE OBLIGORS WAIVES TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ACTION OR PROCEEDING ON ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, MATTER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AND THE OTHER AMENDED LOAN DOCUMENTS ARE A PART OR MODIFY AGENT'S OR THE ENFORCEMENT OF ANY OF THE BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT RIGHTS AND REMEDIES. THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND OBLIGORS ACKNOWLEDGE THAT EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. MAKES THIS WAIVER SHALL NOT IN ANY WAY AFFECTKNOWINGLY, WAIVEVOLUNTARILY, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION WITHOUT DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOFRAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INCThe parties hereto have executed this Agreement on the date first written above. (fka Wheeltek, Inc.) AS INTERNATIONALFIND/SVP, INC. By: By /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMIXXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its Executive Vice President FIND/SVP PUBLISHED PRODUCTS, INC. Title: By /s/ XXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its Executive Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL FIND/SVP INTERNET SERVICES, INC. CASTING TECHNOLOGY By /s/ XXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its President STATE STREET BANK AND TRUST COMPANY By: Amcast Casting Technologies,Inc. By: By /s/ Mxxxxxx XXXXXX X. XXXXXXX --------------------- Xxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryVice President
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JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTSXXXX ENTERPRISES – SOUTH AFRICA, WAIVEINC. FINANCIAL SERVICES WORLDWIDE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx Kxxxx Xxxxxxxx By: /s/ Cxxxxxx X. Xxxx Xxxxx Name: Fxxxxxx Kxxxx Xxxxxxxx Name: Cxxxxxx X. Xxxx Xxxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONTitle: Director MCQUEEN INTERNATIONAL SYKES REALTY, as Agent and as a Bank INC. INCORPORATED By: /s/ Dxxx Jxxxx X. Xxxxxx By: /s/ W. Mxxxxxx Xxxxxxx Name: Dxxx Jxxxx X. Xxxxxx Name: W. Mxxxxxx Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. Title: Director SYKES GLOBAL HOLDINGS LLC SXXXX XX HOLDINGS LLC By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK W. Mxxxxxx Xxxxxxx By: /s/ Sxxxxxx X. W. Mxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. W. Mxxxxxx Xxxxxxx Name: Pxxx X. W. Mxxxxxx Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Title: Senior Vice President SYKES E-COMMERCE, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. INCORPORATED By: /s/ Fxxxxxx Jxxxx X. Xxxx Xxxxxx Name: Fxxxxxx Jxxxx X. Xxxx IZUMI, INC. Xxxxxx Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryDirector
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JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST Address: 9887 Washington Vxxxxxx Xxxxx XXXXXX INDUSTRIAL CORPORATION Dayton, Ohio 45450 Xxxxxxxon: President and CEO By: /s/ Fxxxxxx X. Xxxx Franics J. Drew Name: Fxxxxxx X. Xxxx Francis J. Drew Title: Vice President KEYBANK NATIONAL ASSOCIATIONCFO Address: 127 Public Square XXXXXXX XXXXXXXX XXXXXXXTION, Cleveland, Ohio 40000-0000 as Agent and as a Bank Attention: Alan J. Ronan By: /s/ Dxxx X. Xxxxxxx Alan J. Ronan Name: Dxxx X. Xxxxxxx Alan J. Ronan Title: Vice President S.V.P. Address: 100 E.Broad Streex BANK ONE INDIANA, N.A. ByColumbus, OH 43200 Xxxxxxxon: Michael A. Reeves Xx: /s/ Jxxxxxx X. Xxxxxxxxx Michael A. Reeves Name: Jxxxxxx X. Xxxxxxxxx Michael A. Reeves Title: Vice President THE BANK OF NEW YORK Address: 601 2nd Avenue Sxxxx FIRSTAR BANK, N.A. Minneapolis, MN 00000 Xxxxxxxon: Greg Wilson By: /s/ Sxxxxxx X. Xxxxxxx Greg Wilson Name: Sxxxxxx X. Xxxxxxx Greg Wilson Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryAVP/Its Attorney-in-Fact
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JURY TRIAL WAIVER. EACH BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 0 Xxxxx Xxxxx Xxxxx XXXXX XXXX, WAIVEX.X. Xxxxxxxx, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxx 00000 Attention: Chief Financial By: /s/ Fxxxxxx Cedar Fair Management Inc., Officer its Managing General Partner CEDAR FAIR By: Magnum Management Corporation, its Managing General Partner MAGNUM MANAGEMENT CORPORATION XXXXX'X XXXXX FARM By: Cedar Fair, L.P., its Managing General Partner By: Cedar Fair Management Inc., its Managing General Partner By ------------------------------------- Xxxxx X. Xxxx NameXxxxx As Corporate Vice President, Finance & Chief Financial Officer of Cedar Fair Management Inc. As Vice President, Finance & Chief Financial Officer of Magnum Management Corporation Address: Fxxxxxx X. Xxxx Title: Vice President KEYBANK 000 Xxxxxx Xxxxxx XXXXXXX NATIONAL ASSOCIATION, Xxxxxxxxx, XX 00000 as Agent and as a Bank Attention: Large Corporate Banking By: /s/ Dxxx ------------------------------------ Name: Xxxxxx X. Xxxxxxxxxx, Xx. Title: Vice President Address: 00 Xxxxx Xxxxx Xxxxxx JPMORGAN CHASE BANK, N.A. Mail Code IL1-0364 Xxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxx By: ------------------------------------ Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAAddress: 0000 Xxxxxx Xxxx, N.A. PA 54141 WACHOVIA BANK, NATIONAL ASSOCIATION Xxxxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxxxxx By: /s/ Jxxxxxx X. Xxxxxxxxx ------------------------------------ Name: Jxxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxxxx Title: Vice President THE Address: 000 Xxxxxxxx Xxxxxx Xxxx FIFTH THIRD BANK OF NEW YORK Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. XxXxxxx By: /s/ Sxxxxxx X. Xxxxxxx ------------------------------------ Name: Sxxxxxx Xxxxxx X. Xxxxxxx XxXxxxx Title: Vice President FISTAR BANKAddress: 000 Xxxxxxxx 0xx Xxxxx XXXXXXXX XXXX Xxxxxxx, N.A. XX 00000 Attention: Xxxxx Xxxxxxxx By: /s/ Gxxx Xxxxxx ------------------------------------ Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Xxxxx Xxxxxxxx Title: Assistant Vice President Address: 0000 Xxxx Xxxxx Xxxxxx NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) Xxxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxxxxx By: /s/ Nxxx X. Xxxxxx ------------------------------------ Name: Nxxx Xxxx X. Xxxxxxxx Title: Vice President Address: 000 Xxxx Xxxxxx Xxxxxx XXXXX FARGO BANK, Suite 2900 NATIONAL ASSOCIATION Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Address: 0000 Xxxxx Xxxx. UMB BANK, N.A. X.X. Xxx 000000 Xxxxxx Xxxx, XX 00000 Attention: Xxxxxx Xxxxxx By: ------------------------------------ Name: Xxxxxx Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents Schedule 1 Banks and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Commitments MAXIMUM AMOUNT MAXIMUM AMOUNT DURING ANY OTHER THAN COMMITMENT SEASONAL COMMITMENT DURING ANY SEASONAL BANKING INSTITUTION PERCENTAGE DECREASE PERIOD COMMITMENT DECREASE PERIOD ------------------- ---------- ------------------- -------------------------- KeyBank National Association 24.0% $ 42,000,000 $ 60,000,000 JPMorgan Chase Bank, 2001N.A. 14.0% $ 24,500,000 $ 35,000,000 Wachovia Bank, National Association 14.0% $ 24,500,000 $ 35,000,000 Fifth Third Bank 12.0% $ 21,000,000 $ 30,000,000 Comerica Bank 12.0% $ 21,000,000 $ 30,000,000 National City Bank 12.0% $ 21,000,000 $ 30,000,000 Xxxxx Fargo Bank, National Association 8.0% $ 14,000,000 $ 20,000,000 UMB Bank, n.a. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties 4.0% $ 7,000,000 $ 10,000,000 --------- --------------- --------------- Total Commitment Amount 100.00000% $175,000,000.00 $250,000,000.00 ========= =============== =============== Schedule 2 Guarantors of Payment Michigan's Adventure, Inc. Letters of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryCredit
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT[SIGNATURE PAGE TO CREDIT AGREEMENT] BORROWER: Address: Xxxxxxxx-Xxxxx Xxxxxx 00-00 00000 Xxxxxxx, WAIVEXxxxxxx Nordson Holdings S.a.r.l. & Co. KG represented by its general partner, LIMITNordson S.a.r.l. by its managers: Xxxxxxx X. Xxxxxxx Manager A Xxxxxxxx Xxxxxxx Manager B Xxxx Xxxx Manager C PARENT GUARANTOR: Address: 00000 Xxxxxxx Xxxx Westlake, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENTOhio 44145 Attention: Vice President, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL Chief Financial Officer NORDSON CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Xxxxxxx Title: Senior Vice President KEYBANK NATIONAL ASSOCIATIONPresident, Chief Financial Officer Address: 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx. XX 00000 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as Administrative Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAa [Other Signature Pages to Follow] Schedule 1 Banks and Commitments Bank Commitment Percentage Commitment Amount The Bank of Tokyo-Mitsubishi UFJ, N.A. ByLtd. 100 % € 100,000,000 Total Commitment Amount: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE 100.00 % € 100,000,000 EXHIBIT A FORM OF NOTE €100,000,000 August 23, 2013 FOR VALUE RECEIVED, the undersigned, NORDSON HOLDINGS S.a.r.l. & Co. KG (“Borrower”) promises to pay on the Maturity Date, as defined in the Credit Agreement (as hereinafter defined), to the order of BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKTOKYO-MITSUBISHI UFJ, N.A. By: /s/ Gxxx LTD (“Bank”) at the office of BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Agent, 0000 Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000-0000, the principal sum of One Hundred Million EUROS (successor €100,000,000) or the aggregate unpaid principal amount of all Loans, as defined in interest the Credit Agreement, made by Bank to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each Borrower pursuant to Section 2.01 of the undersigned consents and agrees to and acknowledges Credit Agreement, whichever is less, in the terms states of the foregoing First Amendment European Union. As used herein, “Credit Agreement” means the Credit Agreement dated as of July August 23, 20012013, among Borrower, Nordson Corporation, the banks named therein (including in their respective special agency capacities) and Bank of Tokyo-Mitsubishi UFJ, Ltd., as Agent, as the same may from time to time be amended, restated or otherwise modified. Each Capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement. Borrower also promises to pay interest on the unpaid principal amount of each Loan from time to time outstanding, from the date of such Loan until the payment in full thereof, at the rates per annum that shall be determined in accordance with the provisions of Section 2.01 of the Credit Agreement. Such interest shall be payable on each date provided for in such Section 2.01; provided, however, that interest on any principal portion that is not paid when due shall be payable on demand. The portions of the principal sum hereof from time to time representing Base Rate Loans and Euro Loans, and payments of principal of any thereof, shall be shown on the records of Bank by such method as Bank may generally employ; provided, however, that failure to make any such entry shall in no way detract from Borrower’s obligations under this Note. If this Note shall not be paid at maturity, whether such maturity occurs by reason of lapse of time or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be made in immediately available funds. This Note is one of the Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for a description of the right of the undersigned specifically acknowledges to anticipate payments hereof, the terms of and consent to the waivers set forth therein. Each right of the undersigned further agrees that holder hereof to declare this Note due prior to its stated maturity, and other terms and conditions upon which this Note is issued. Except as expressly provided in the obligations Credit Agreement, Borrower expressly waives presentment, demand, protest and notice of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretarykind.
Appears in 1 contract
Samples: Credit Agreement (Nordson Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Address: 23000 Xxxxxx Xxxxxx PARK-OHIO INDUSTRIES, INC. Euclxx, Xxxx 00000 Attention: Corporate Secretary By: /s/ Fxxxxxx Jamex X. Xxxx NameXxxxxx ----------------------------- Jamex X. Xxxxxx, Xxce President and /s/ Ronaxx X. Xxxxxx ------------------------------ Ronaxx X. Xxxxxx, Xxcretary Address: Fxxxxxx X. Xxxx Title: Vice President Key Center KEYBANK NATIONAL ASSOCIATION, as Agent and 127 Xxxxxx Xxxxxx as a Bank and as Administrative Agent Clevxxxxx, Xxxx 00000-0000 Attention: Commercial Loans- By: /s/ Dxxx Kennxxx X. Xxxxxxx NameXxxxxx Cleveland District --------------------------------- Kennxxx X. Xxxxxx, Xxce President Address: Dxxx X. Xxxxxxx TitleHuntington Building THE HUNTINGTON NATIONAL BANK 917 Xxxxxx Xxxxxx as a Bank and as Co-Agent Clevxxxxx, Xxxx 00000 Attention: Vice President BANK ONE INDIANA, N.A. Commercial By: /s/ Jxxxxxx Michxxx X. Xxxxxxxxx Name: Jxxxxxx Xxxxxxxx Banking Division ---------------------------------- Michxxx X. Xxxxxxxxx Title: Xxxxxxxx, Xxnior Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERBORROWERS, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ADVANCED LIGHTING TECHNOLOGIES, INC. By: /s/ Fxxxxxx Nichxxxx X. Xxxx NameXxxxx --------------------------------------- Nichxxxx X. Xxxxx, Xxce President VENTURE LIGHTING POWER SYSTEMS, CANADIAN LIGHTING SYSTEMS NORTH AMERICA INC. (f.k.a. Ballastronix HOLDING, INCORPORATED Incorporated) By: Fxxxxxx X. Xxxx /s/ R. G. Dougxxx Xxxxxx By: /s/ R. G. Dougxxx Xxxxxx ---------------------------------- ---------------------------------- Title: Vice President KEYBANK VP Finance Title: VP Finance ------------------------------- ------------------------------- PARRY POWER SYSTEMS LIMITED VENTURE LIGHTING EUROPE LTD. By: /s/ W. Ian Xxxxxxxxx By: /s/ R. M. Xxxxxxxx ---------------------------------- ---------------------------------- Title: Director Title: Director ------------------------------- ------------------------------- PNC BANK, NATIONAL ASSOCIATION, BANKBOSTON, N.A., as a Bank as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANARichxxx Xxxx, N.A. Xx. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice Paul Xxxxxxxx ---------------------------------- ----------------------------------- Richxxx Xxxx, Xx., Xxce President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKPaul Xxxxxxxx, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice Xxce President NATIONAL CITY COMMERCIAL SOVEREIGN BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALFINANCE, INC. By: /s/ Fxxxxxx Chrixxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Xxxxx By: /s/ Mxxxxxx Michxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx ----------------------------------- ----------------------------------- Chrixxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx Xxxxx, Xxce President Michxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxxx, Xxce President
Appears in 1 contract
Samples: Third Amendment Agreement (Advanced Lighting Technologies Inc)
JURY TRIAL WAIVER. BORROWERBORROWERS, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG ANY BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ADVANCED LIGHTING TECHNOLOGIES, INC. By: /s/ Fxxxxxx Nichxxxx X. Xxxx NameXxxxx --------------------------------------- Nichxxxx X. Xxxxx, Xxce President VENTURE LIGHTING POWER SYSTEMS, CANADIAN LIGHTING SYSTEMS NORTH AMERICA INC. (f.k.a. HOLDING, INCORPORATED Ballastronix Incorporated) By: Fxxxxxx X. Xxxx /s/ R. G. Dougxxx Xxxxxx By: /s/ R. G. Dougxxx Xxxxxx -------------------------------- ------------------------------ Title: Vice President KEYBANK VP Finance Title: VP Finance ----------------------------- --------------------------- PARRY POWER SYSTEMS LIMITED VENTURE LIGHTING EUROPE LTD. By: /s/ W. Ian Xxxxxxxxx By: /s/ R. M. Xxxxxxxx -------------------------------- ------------------------------ Title: Director Title: Director ----------------------------- --------------------------- PNC BANK, NATIONAL ASSOCIATION, BANKBOSTON, N.A., as a Bank as Agent and as a Bank By: /s/ Dxxx Richxxx Xxxx, Xx. By: /s/ Paul X. Xxxxxxx Name: Dxxx X. Xxxxxxx Xxxxxxxx -------------------------------- ------------------------------ Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK----------------------------- --------------------------- SCHEDULE 1 Financial Commitment Revolving Credit Canadian UK Revolving Term Loan Maximum Amount Institution Percentage Commitment Revolving Credit Credit Commitment (from 08/17/99 Amount Commitment Commitment Amount through 09/29/99) (from 08/17/99 Amount Amount (from 08/17/99 through 09/29/99 (from 08/17/99 (from 08/17/99 through 09/29/99) through 09/29/99) through 09/29/99) PNC Bank, 80% $40,000,000 $4,800,000 $4,800,000 $20,000,000 $60,000,000 National Association ----------------------------------------------------------------------------------------------------------------------------------- BankBoston, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK 20% $10,000,000 $1,200,000 $1,200,000 $ 5,000,000 $15,000,000 ----------------------------------------------------------------------------------------------------------------------------------- Total 100% $50,000,000 $6,000,000 $6,000,000 $25,000,000 $75,000,000 ----------------------------------------------------------------------------------------------------------------------------------- Maximum $50,000,000 Revolving Credit Commitment Amount ----------------------------------------------------------------------------------------------------------------------------------- Maximum Term $25,000,000 Loan Commitment Amount ----------------------------------------------------------------------------------------------------------------------------------- Total Commitment $75,000,000 Amount ----------------------------------------------------------------------------------------------------------------------------------- SCHEDULE 1 Financial Commitment Revolving Canadian UK Revolving Term Loan Maximum Institution Percentage Credit Revolving Credit Credit Commitment Amount (successor in interest from Commitment Commitment Commitment Amount (from 09/30/99 Amount (from Amount Amount 09/30/99 through the 09/30/99 (from 09/30/99 (from 09/30/99 through the day prior to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of through the undersigned consents and agrees to and acknowledges through the terms of day through the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent day day prior to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant Equity day prior to prior to the Guaranties of Payment of Debt executed by each of prior to the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersignedEquity Date) the Equity Equity Date) Equity Date) Date) Date) PNC Bank, by signing below80% $28,000,000 $3,200,000 $4,800,000 $20,000,000 $48,000,000 National Association ------------------------------------------------------------------------------------------------------------------ BankBoston, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryN.A. 20% $ 7,000,000 $ 800,000 $1,200,000 $ 5,000,000 $12,000,000 ------------------------------------------------------------------------------------------------------------------ Total 100% $35,000,000 $4,000,000 $6,000,000 $25,000,000 $60,000,000 ------------------------------------------------------------------------------------------------------------------ Maximum $35,000,000 Revolving Credit Commitment Amount ------------------------------------------------------------------------------------------------------------------ Maximum Term $25,000,000 Loan Commitment Amount ------------------------------------------------------------------------------------------------------------------ Total Commitment $60,000,000 Amount ------------------------------------------------------------------------------------------------------------------
Appears in 1 contract
Samples: Second Amendment Agreement (Advanced Lighting Technologies Inc)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S THE ABILITY OF AGENT AND LENDERS TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AGENT, THE LENDERS AND THE BANKSUNDERSIGNED. CORE COMPOSITES CINCINNATI, OR ANY THEREOFLLC By: /s/ Xxxxxx X. Xxxx, Xx. AMCAST INDUSTRIAL Name: Xxxxxx X. Xxxx, Xx. Title: Vice President, Secretary, Treasurer and Chief Financial Officer CORE COMPOSITES CORPORATION By: /s/ Fxxxxxx Xxxxxx X. Xxxx Xxxx, Xx. Name: Fxxxxxx Xxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxx, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INCXx. Title: Vice President AMCAST CASTING President, Secretary, Treasurer and Chief Financial Officer CORE AUTOMOTIVE TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY LLC By: Amcast Casting Core Molding Technologies,Inc. , Inc., Its sole member By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx a General Partner Xxxx, Xx. Name: Mxxxxxx Xxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxx, Xx.
Appears in 1 contract
Samples: Seventh Amendment Agreement (Core Molding Technologies Inc)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH SERVICES CORPORATION TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Axxx Xxxxxxxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Secretary Secretary TELETECH CUSTOMER CARE TELETECH GOVERNMENT SOLUTIONS, N.A. MANAGEMENT (WEST VIRGINIA), INC. LLC By: /s/ Jxxxxxx X. Axxx Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Secretary Assistant Secretary TELETECH CUSTOMER SERVICES, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALTTEC NEVADA, INC. By: /s/ Fxxxxxx X. Xxxx NameAxxx Xxxxxxxxx By: Fxxxxxx X. Xxxx IZUMI/s/ Axxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary TELETECH INTERNATIONAL HOLDINGS, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. NEWGEN RESULTS CORPORATION By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Axxx Xxxxxxxxx By: /s/ Dxxxx X. Xxxx NameAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Secretary Secretary DIRECT ALLIANCE CORPORATION TELETECH STOCKTON, LLC By: Dxxxx X. Xxxx Title/s/ Axxx Xxxxxxxxx By: /s/ Axxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Secretary Secretary
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 000 Xxxxxx Xxxx XXXXX BROS. CORPORATION Xxxxxxxx, WAIVEXxxx 00000 Attention: Chief Financial Officer By:__________________________ Xxxxxxx X. Xxxxxx, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ByChairman and Chief Executive Officer Address: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President Key Center KEYBANK NATIONAL ASSOCIATION, 000 Xxxxxx Xxxxxx as Agent and as a Bank Xxxxxxxxx, Xxxx 00000-0000 Attention: Large Corporate By: /s/ Dxxx :__________________________ Banking Division Xxxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Xxxxxxxx, Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE SCHEDULE 1 BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTECOMMITMENTS REVOLVING CREDIT COMMITMENT COMMITMENT BANKING INSTITUTIONS PERCENTAGE AMOUNT MAXIMUM AMOUNT KeyBank National Association 100% $325,000,000 $325,000,000 Total Commitment Amount 100% $325,000,000 $325,000,000 SCHEDULE 2 GUARANTORS OF PAYMENT GBC Holding Co., WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheelteka Delaware corporation Greif Holding, Inc.) AS INTERNATIONAL, INC(f.k.a. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMIKMI Continental Fibre Drum, INCInc.), a Delaware corporation Greif Fibre Drum, Inc. (f.k.a. Title: Vice President AMCAST CASTING TECHNOLOGIESSonoco Fibre Drum, INCInc.), a Delaware corporation Xxxxx Packaging Services, Inc. (f.k.a. AMCAST INDUSTRIAL FINANCIAL SERVICESSonoco Packaging Services, INCInc.), a Delaware corporation Xxxxx Packaging Systems, LLC (f.k.a. CASTING TECHNOLOGY COMPANY By: Amcast Casting TechnologiesTotal Packaging Systems of Georgia, LLC), a Delaware limited liability company Greif Plastic Drum, Inc. (f.k.a. Sonoco Plastic Drum, Inc.), an Illinois corporation Greif Plastic Drum Southwest Division, Inc. (f.k.a. Sonoco Plastic Drum Southwest Division,Inc.), a Texas corporation Greif Plastic Drum Southeast Division, Inc. By: /s/ Mxxxxxx X. Xxxxxxx (f.k.a. Sonoco Plastic Drum Southeast Division,Inc.), a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryKentucky corporation Michigan Packaging Company, a Delaware corporation Soterra, Incorporated, a Delaware corporation Virginia Fibre Corporation, a Virginia corporation
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx Ronxxx X. Xxxx Name: Fxxxxxx Xxxxxx -------------------------------------- Ronxxx X. Xxxx Title: Vice President Xxxxxx, Xecretary KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Babxxxx X. Xxxxxxxx -------------------------------------- Babxxxx X. Xxxxxxxx, Xice President and Senior Banker THE HUNTINGTON NATIONAL BANK, as Co-Agent and as a Bank By: /s/ Johx X. Xxxxx Name: Johx X. Xxxxx Title: Assistant Vice President THE NORTHERN TRUST COMPANY By: /s/ Davxx Xxxxxxxx Name: Davxx Xxxxxxxx Title: Vice President FIFTH THIRD BANK, NORTHEASTERN OHIO By: /s/ Roy X. Xxxxxxx Name: Dxxx Roy X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
Samples: Second Amendment Agreement (Park Ohio Industries Inc/Oh)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONRonald J. Cozean ------------------------------- Ronald J. Cozean, Secretary KXXXXXX XXXXXXXX ASSOCIATION as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Babette C. Schubert ------------------------------- Babette C. Schubert, Seniox Xxxx Xxxxxxxxx THE HUNTINGTON NATIONAL BANK, as Co-Agent and as a Bank By: /s/ Jerry L. Kelsheimer ------------------------------- Name: Dxxx X. Xxxxxxx Jerry L. Kelsheimer ----------------------------- Title: Executive Vice President ----------------------------- THE NORTHERN TRUST COMPANY By: /s/ David Sullivan ------------------------------- Name: David Sullivan ------------------------------ Title: Vice President ------------------------------ FIFTH THIRD BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Roy C. Lanctot ------------------------------- Name: Jxxxxxx X. Xxxxxxxxx Roy C. Lanctot ------------------------------ Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President ------------------------------ GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the The undersigned consents and agrees to and acknowledges the terms of the foregoing First Fifth Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, The undersigned hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS EACH BANK AND EACH GUARANTOR HEREBY WAIVE WAIVE, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBANKS OR THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND THE GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANAATBD, CORPORATION INC. DONEGAL BAY LTD. GATEWAY INDUSTRIAL SUPPLY LLC GENERAL ALUMINUM MFG. COMPANY (fka Wheeltekas successor by merger to The Metalloy Corporation) INTEGRATED HOLDING COMPANY INTEGRATED LOGISTICS SOLUTIONS, Inc.INC. INTEGRATED LOGISTICS SOLUTIONS LLC (as successor by merger to Columbia Nut & Bolt LLC and Industrial Fasteners LLC) AS INTERNATIONALINTEGRATED LOGISTICS HOLDING COMPANY By: /s/ Ronald J. Cozean ------------------------------- Ronald J. Cozean Secretary xx xxxx xx xxx foregoing companies PARK AVENUE TRAVEL LTD. XXXX-XXXX XXXXXX & MACHINED PRODUCTS LLC PARK-OHIO PRODUCTS, INC. PHARMACEUTICAL LOGISTICS, INC. PHARMACY WHOLESALE LOGISTICS, INC. PMC-COLINET, INC. PMC INDUSTRIES CORP. P-O REALTY LLC PRECISION MACHINING CONNECTION LLC RB&W MANUFACTURING LLC SOUTHWEST STEEL PROCESSING LLC THE AJAX MANUFACTURING COMPANY THE CLANCY BING COMPANY TOCCO, INC. TRICKERATION, INC. By: /s/ Fxxxxxx X. Xxxx NameRonald J. Cozean ------------------------------- Ronald J. Cozean Secretary xx xxxx xx xxx foregoing companies AJAX TOCCO MAGNETHERMIC CORPORATION ILS TECHNOLOGY LLC By: Fxxxxxx X. Xxxx IZUMI/s/ Linda Kold ------------------------------- Linda Kold Secretary of eaxx xx xxx foregoing companies SCHEDULE 1 BANKS AND COMMITMENTS REVOLVING CREDIT COMMITMENT COMMITMENT BANKING INSTITUTIONS PERCENTAGE AMOUNT MAXIMUM AMOUNT ----------------------------------------------------------------------------------------------------- KeyBank National 41.6670% $ 66,667,200 $ 66,667,200 Association ----------------------------------------------------------------------------------------------------- Huntington National Bank 41.667% $ 66,667,200 $ 66,667,200 ----------------------------------------------------------------------------------------------------- The Northern Trust Company 8.333% $ 13,322,800 $ 13,322,800 ----------------------------------------------------------------------------------------------------- Fifth Third Bank 8.333% $ 13,322,800 $ 13,322,800 ----------------------------------------------------------------------------------------------------- 100% $160,000,000 Total Commitment Amount $160,000,000 ----------------------------------------------------------------------------------------------------- EXHIBIT G-1 INDENTURE CERTIFICATE [Date]_______________________, 20____ KeyBank National Association, as Agent 127 Public Square Cleveland, Ohio 44114-0616 Attention: ________________ Xxxxxx xxx Xxxxxxxxx: Xxx xxxxxxxgned, a duly elected Financial Officer, as defined in the Credit Agreement (as hereinafter defined), or otherwise duly authorized employee of PARK-OHIO INDUSTRIES, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES("Borrower"), INCrefers to the Credit and Security Agreement, dated as of December 21, 2000 (as amended and as the same may from time to time be further amended, restated or otherwise modified, the "Credit Agreement", the terms defined therein being used herein as therein defined), among Borrower, the Banks, KeyBank National Association, as Agent, and The Huntington National Bank, as Co-Agent. AMCAST INDUSTRIAL FINANCIAL SERVICESPursuant to Section 2.8(b)(ii) of the Credit Agreement, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretarythe undersigned hereby certifies that on the proposed date of the Loan both prior to and after giving effect thereto:
Appears in 1 contract
Samples: Fifth Amendment Agreement (Park Ohio Holdings Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Address: 23000 Xxxxxx Xxxxxx PARK-OHIO INDUSTRIES, INC. Euclxx, Xxxx 00000 Attention: Corporate Secretary By: /s/ Fxxxxxx Jamex X. Xxxx NameXxxxxx --------------------------------- Jamex X. Xxxxxx, Xxce President and /s/ Ronaxx X. Xxxxxx --------------------------------- Ronaxx X. Xxxxxx, Xxcretary Address: Fxxxxxx X. Xxxx Title: Vice President Key Center KEYBANK NATIONAL ASSOCIATION, as Agent and 127 Xxxxxx Xxxxxx as a Bank and as Administrative Agent Clevxxxxx, Xxxx 00000-0000 Attention: Commercial Loans- By: /s/ Dxxx Kennxxx X. Xxxxxxx NameXxxxxx Cleveland District --------------------------------- Kennxxx X. Xxxxxx, Xxce President Address: Dxxx X. Xxxxxxx TitleHuntington Building THE HUNTINGTON NATIONAL BANK, 917 Xxxxxx Xxxxxx as a Bank and as Co-Agent Clevxxxxx, Xxxx 00000 Attention: Vice President BANK ONE INDIANA, N.A. Commercial By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx Timoxxx X. Xxxx Name: Fxxxxxx Banking Division --------------------------------- Timoxxx X. Xxxx IZUMIXxxx, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxce President
Appears in 1 contract
JURY TRIAL WAIVER. EACH BORROWER, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBORROWERS AND LENDER, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT NOTE OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFHAWK CORPORATION FRICTION PRODUCTS CO. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Xxxxxxxxxx Vice President and /s/ Pxxx Chief Financial Officer Xxxxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Xxxxxxxxxx Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Chief Financial Officer XXXXXXX PRODUCTS GROUP, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALXXXXX METAL STAMPINGS, INC. By: /s/ Fxxxxxx By: Xxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxxxxx Vice President and Chief Financial Officer Xxxxxx X. Xxxx IZUMIXxxxxxxxxx Vice President and Chief Financial Officer X.X. XXXXXXX CORP. X.X. XXXXXXX HOLDINGS, INC. TitleBy: By: Xxxxxx X. Xxxxxxxxxx Vice President AMCAST CASTING TECHNOLOGIESand Chief Financial Officer Xxxxxx X. Xxxxxxxxxx Vice President and Chief Financial Officer XXXXXXX PRODUCTS, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY LLC By: Amcast Casting Technologies,Inc. Xxxxxxx Products Group, Inc., its sole member By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx Xxxxxxxxxx Vice President and Chief Financial Officer EXHIBIT B FORM OF BORROWING BASE CERTIFICATE EXHIBIT C FORM OF NOTICE OF LOAN , 20____ KeyBank National Association 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000-0000 Attention: Asset Based Lending Ladies and Gentlemen: The undersigned, HAWK CORPORATION, (“Administrative Borrower”) refers to the Credit and Security Agreement, dated as of June 12, 2009 (“Credit Agreement”, the terms defined therein being used herein as therein defined), among the undersigned and KEYBANK NATIONAL ASSOCIATION, and hereby gives you notice, pursuant to Section 2.2(b) of the Credit Agreement that Borrowers hereby request a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryLoan under the Credit Agreement, and in connection therewith sets forth below the information relating to the Loan (the “Proposed Loan”) as required by Section 2.5 of the Credit Agreement:
Appears in 1 contract
JURY TRIAL WAIVER. BORROWEREACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE PROCEEDING OR CLAIM OF ANY RIGHT NATURE RELATING TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORTHIS AGREEMENT, OR ANY THEREOFTRANSACTION CONTEMPLATED HEREIN. EACH PARTY HERETO ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. This Agreement has been signed by the duly authorized officers or representatives of Company, ARISING OUT OFSecured Party and Bank on the date specified below. Date: January 31, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO2014 Collateral Account Numbers: See Exhibit “A” attached hereto. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION BySecured Party Account Number: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) BySecured Party Account: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents [Insert bank name and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23bank ABA number] GLOBAL GEOPHYSICAL SERVICES, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka WheeltekGGS LEASE CO., Inc.) AS INTERNATIONALINC. TPG SPECIALTY LENDING, INC. By: /s/ Fxxxxxx XXXX X. XXXX By: /s/ XXXXXXX XXXXXXX Name: Xxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Xxxxxxx Xxxxxxx Title: Senior Vice President AMCAST CASTING TECHNOLOGIES& Chief Financial Officer Title: CEO Address for Notices: Address for Notices: 00000 X. Xxxxxxx Road 000 0xx Xxxxxx, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES0xx Xxxxx Xxxxxxxx Xxxx, INC. CASTING TECHNOLOGY COMPANY ByXxxxx 00000-0000 Xxx Xxxx, XX 00000 Attn: Amcast Casting Technologies,Inc. Attn: Xxxxxx X. Xxxxxx XXXXX FARGO BANK, NATIONAL ASSOCIATION By: /s/ Mxxxxxx X. Xxxxxxx a General Partner XXXXX XXXXXX Name: Mxxxxxx X. Xxxxxxx Xxxxx Xxxxxx Title: Treasurer ByBusiness Banking Manager Address for Notices: /s/ Dxxxx X. Xxxxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxx with a copy to: Xxx Xxxxx, BRM 0000 Xxxx Name: Dxxxx X. Xxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Xxxx Title: SecretaryXxxxxxxxx, BBM 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Xxxxx Xxxxx, BA 0000 Xxxx Xxx Xxxxxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 Exhibit “A” Company Account Global Geophysical Services, Inc. 8429980983 Global Geophysical Services, Inc. 8964670833 GGS Lease Co., Inc. 9043440404
Appears in 1 contract
Samples: Deposit Account Control Agreement (Global Geophysical Services Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A a JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. Address: 7887 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST INDUSTRIAL CORPORATION By------------------------------ Daytxx, XX 00000 By /s/ John X. Xxxxx ------------------------------ ------------------------------ John X. Xxxxx, Xxesident and Chief Executive Officer and ------------------------------- ------------------------------- Address: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President Key Center KEYBANK NATIONAL ASSOCIATION, 127 Xxxxxx Xxxxxx as Agent and as a Bank Clevxxxxx, Xxxx 00000-0000 Attention: Large Corporate By: /s/ Dxxx Michxxx X. Xxxxxxx Name: Dxxx Banking Division ------------------------------- Michxxx X. Xxxxxxx Title: Xxxxxxx, Xxsistant Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. By: /s/ Fxxxxxx Xxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx --------------------------------------------- Xxxxxx X. Xxxx Title: Vice President Xxxxxx, Secretary KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxxxxx X. Xxxxxxxx --------------------------------------------- Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Xxxxxxxx, Vice President BANK ONE INDIANAand Senior Banker THE HUNTINGTON NATIONAL BANK, N.A. as Co-Agent and as a Bank By: /s/ Jxxxxxx Xxxx X. Xxxxxxxxx Xxxxx --------------------------------------------- Name: Jxxxxxx Xxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Xxxxx ------------------------------------------- Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) ------------------------------------------ THE NORTHERN TRUST COMPANY By: /s/ Nxxx X. Xxxxxx Xxxxx Xxxxxxxx --------------------------------------------- Name: Nxxx X. Xxxxxx Xxxxx Xxxxxxxx ------------------------------------------- Title: Senior Vice President ------------------------------------------ FIFTH THIRD BANK, NORTHEASTERN OHIO By: /s/ X. X. Xxxxxxx --------------------------------------------- Name: Xxx X. Xxxxxxx ------------------------------------------- Title: Vice President ------------------------------------------ GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the ------------------------ The undersigned consents and agrees to and acknowledges the terms of the foregoing First Third Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, The undersigned hereby waives and releases Agent Bank and each of the Banks and their respective Bank's directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS EACH BANK AND EACH GUARANTOR HEREBY WAIVE WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBANKS OR THE GUARANTORS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND THE GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALATBD, INC. PARK AVENUE TRAVEL LTD. CASTLE RUBBER COMPANY PARK-OHIO STRUCTURAL HARDWARE LLC CICERO FLEXIBLE PRODUCTS, INC. PHARMACEUTICAL LOGISTICS, INC. DONEGAL BAY LTD. PHARMACY WHOLESALE LOGISTICS, INC. GENERAL ALUMINUM MFG. COMPANY PMC-COLINET, INC.PMC INDUSTRIES CORP. ILS TECHNOLOGY, INC. PRECISION MACHINING CONNECTION LLC INTEGRATED HOLDING COMPANY RB&W MANUFACTURING LLC INTEGRATED LOGISTICS SOLUTIONS, INC. THE AJAX MANUFACTURING COMPANY INTEGRATED LOGISTICS SOLUTIONS LLC (for itself THE METALLOY CORPORATION and as successor by merger to Columbia Nut & Bolt LLC, TOCCO, INC. GIS Industries, Inc. and Industrial Fasteners LLC) TRICKERATION, INC. INTEGRATED LOGISTICS HOLDING COMPANY By: /s/ Fxxxxxx Xxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Xxxxxx By: /s/ Mxxxxxx Xxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxx ----------------------------------------------------- --------------------------------------------------- Xxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx Xxxxxx, Secretary of each of the foregoing companies Xxxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxxx, Secretary of each of the foregoing companies
Appears in 1 contract
Samples: Third Amendment Agreement (Park Ohio Holdings Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. /s/ Jamex X. Xxxxxx By: _________________________________ Jamex X. Xxxxxx, Xxce President and /s/ Fxxxxxx Ronaxx X. Xxxx Name: Fxxxxxx Xxxxxx _________________________________ Ronaxx X. Xxxx Title: Vice President Xxxxxx, Xxcretary KEYBANK NATIONAL ASSOCIATION, as a Bank and as Administrative Agent and /s/ Kennxxx X. Xxxxxx By: _________________________________ Kennxxx X. Xxxxxx, Xxce President THE HUNTINGTON NATIONAL BANK, as a Bank and as Co-Agent /s/ Timoxxx X. Xxxx By: /s/ Dxxx _________________________________ Timoxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxce President
Appears in 1 contract
Samples: Third Amendment Agreement (Park Ohio Industries Inc/Oh)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Address: 23000 Xxxxxx Xxxxxx PARK-OHIO INDUSTRIES, INC. Euclxx, Xxxx 00000 Attention: Corporate Secretary By: /s/ Fxxxxxx Jamex X. Xxxx NameXxxxxx ------------------------------- Jamex X. Xxxxxx, Xxce President and /s/ Ronaxx X. Xxxxxx ------------------------------ Ronaxx X. Xxxxxx, Xxcretary Address: Fxxxxxx X. Xxxx Title: Vice President Key Center KEYBANK NATIONAL ASSOCIATION, as Agent and 127 Xxxxxx Xxxxxx as a Bank and as Administrative Agent Clevxxxxx, Xxxx 00000-0000 Attention: Commercial Loans- By: /s/ Dxxx Kennxxx X. Xxxxxxx NameXxxxxx Cleveland District --------------------------------- Kennxxx X. Xxxxxx, Xxce President Address: Dxxx X. Xxxxxxx TitleHuntington Building THE HUNTINGTON NATIONAL BANK, 917 Xxxxxx Xxxxxx as a Bank and as Co-Agent Clevxxxxx, Xxxx 00000 Attention: Vice President BANK ONE INDIANA, N.A. Commercial By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx Timoxxx X. Xxxx Name: Fxxxxxx Banking Division -------------------------------- Timoxxx X. Xxxx IZUMIXxxx, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxce President
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFAIR VENT INC. AMCAST INDUSTRIAL ALABAMA METAL INDUSTRIES CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Xxxxx By: /s/ Dxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Dxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President BANK ONE INDIANAChief Financial Officer Title: Chief Financial Officer APPLETON SUPPLY CO., N.A. INC. CLEVELAND PICKLING, INC. By: /s/ Jxxxxxx Xxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK Xxxxx By: /s/ Sxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx Name: Sxxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President FISTAR BANKChief Financial Officer Title: Chief Financial Officer CONSTRUCTION METALS, N.A. LLC DIAMOND PERFORATED METALS, INC. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ Xxxxxxx X. Xxxxx By: /s/ Lxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Lxxxx Xxxxxx Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Chief Financial Officer Title: V.P./ Sr.Relationship Mgr. COMERICA BANK Chief Financial Officer DRAMEX INTERNATIONAL INC XXXXXXXX CORPORATION By: /s/ Nxxxxxxx Xxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) Xxxxx By: /s/ Nxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Nxxx Xxxxxxx X. Xxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION Chief Financial Officer Title: Chief Financial Officer XXXXXXXX CORPORATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS KANSAS GIBRALTAR INTERNATIONAL, INC. By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Fxxxxxx Xxxxxxx X. Xxxx IZUMIXxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer GIBRALTAR STRIP STEEL, INC. K & W METAL FABRICATORS, LLC By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESChief Financial Officer Title: Chief Financial Officer XXXX/NORWESCO, LLC SEA SAFE, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESBy: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer SOLAR GROUP, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. SOLAR OF MICHIGAN, INC. By: /s/ Mxxxxxx Xxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Xxxxx By: /s/ Dxxxx Xxxxxxx X. Xxxx Xxxxx Name: Dxxxx Xxxxxxx X. Xxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: SecretaryChief Financial Officer Title: Chief Financial Officer SOUTHEASTERN METALS MANUFACTURING COMPANY, INC. UNITED STEEL PRODUCTS COMPANY, INC. By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chief Financial Officer Title: Chief Financial Officer SCHEDULE 1 COMMITMENT OF LENDERS COMMITMENT REVOLVING PERCENTAGE CREDIT FOR REVOLVING COMMITMENT REVOLVING LENDERS LENDERS AMOUNT KeyBank National Association 12.00 % $ 24,000,000.00 Manufacturers and Traders Trust Company 10.13 % $ 20,266666.67 JPMorgan Chase Bank, N.A. 9.33 % $ 18,666,666.67 BMO Capital Markets Financing, Inc. (through Xxxxxx X.X., as a Fronting Lender) 9.33 % $ 18,666,666.67 HSBC Bank USA, National Association 9.33 % $ 18,666,666.67 Bank of America, N.A. (successor by merger to Fleet National Bank) 9.33 % $ 18,666,666.67 PNC Bank, National Association (successor to National City Bank) 9.33 % $ 18,666,666.67 US Bank, National Association 8.80 % $ 17,600,000.00 RBS Citizens, National Association 6.69 % $ 13,333,333.33 Citibank, N.A. 6.13 % $ 12,266,666.65 Comerica Bank 5.60 % $ 11,200,000.00 PNC Bank, National Association 4.00 % $ 8,000,000.00 Maximum Revolving Amount 100 % $ 200,000,000.00 Total Commitment Amount $ 200,000,000 EXHIBIT A ASSETS TO BE SOLD PROCESSED METAL PRODUCTS DISPOSITION A substantial portion of the assets of the Borrowers’ Processed Metals Division including (i) the assets of the Borrowers Cleveland Pickling joint venture, (ii) substantially all of the real property and tangible personal property located at the Woodhaven Avenue, Detroit, Michigan facility excluding cash and (iii) substantially all of the tangible personal property located at the Xxxxxx Avenue, Cheektowaga, New York facility excluding cash.* *Up to Twenty-Four Million Dollars ($24,000,000) of accounts receivable may be retained by Borrowers pursuant to the Processed Metal Products Purchase Agreement
Appears in 1 contract
Samples: First Amendment Agreement (Gibraltar Industries, Inc.)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION STANDARD REGISTER COMPANY By: /s/ Fxxxxxx /s/Xxxxx X. Xxxx Xxxxx Name: Fxxxxxx Xxxxx X. Xxxx Xxxxx Title: Sr. Vice President President, Treasurer & CFO KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx /s/Xxxx X. Xxxxxxx Xxxxx Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Xxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. /s/Xxxxxxxx X.X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxxx X.X. Xxxxxxx Title: Vice President FISTAR BANK ONE, MICHIGAN By: /s/Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Director THE FIFTH THIRD BANK By: /s/Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Vice President FIRSTAR BANK, N.A. By: /s/ Gxxx /s/Xxxxxx X. Xxxx Name: Gxxx Xxxxxx X. Xxxx Title: AVP CREDIT AGRICOLE INDOSUEZ Regional President XXXXXX TRUST AND SAVINGS BANK By: /s/ Lxxxx Xxxxxx /s/Xxxxx X. Law Name: Lxxxx Xxxxxx Xxxxx X. Law Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA X.X. XXXXXX XXXXX BANK By: /s/ Nxxxxxxx /s/Xxxxx X. Xxxxxx Xxxxx Name: Nxxxxxxx Xxxxx X. Xxxxxx Xxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx /s/Xxxx X. Xxxxxx Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23BANK OF AMERICA, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. N.A. By: /s/ Fxxxxxx X. Xxxx /s/B. Xxxxxxx Xxxxxx, Xx. Name: Fxxxxxx X. Xxxx IZUMIB. Xxxxxxx Xxxxxx, INCXx. Title: Vice President AMCAST CASTING TECHNOLOGIESSTANDARD FEDERAL BANK, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY N.A. By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx /s/Xxxx X. Xxxxxxx a General Partner Xxxxxx Name: Mxxxxxx Xxxx X. Xxxxxxx Xxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryCommercial Banking Officer SCHEDULE 1
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AGENT AND EACH GUARANTOR OF THE BANKS, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION STANDARD REGISTER COMPANY By: /s/ Fxxxxxx /S/ XXXXX X. Xxxx XXXXX Name: Fxxxxxx Xxxxx X. Xxxx Xxxxx Title: Vice President SR VP, Treasurer & CFO KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx /S/ XXXXXXX X. Xxxxxxx XXXX, XX. Name: Dxxx Xxxxxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Xx. Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx /S/ XXXXXXX X. Xxxxxxx XXXXXXXXX Name: Sxxxxxx Xxxxxxx X. XxXxxxxxx Title: Vice President BANK ONE, N.A., fka Bank One, Michigan By: /S/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Director FIFTH THIRD BANK By: /S/ XXXX X. XXXXXXX Name: Xxxx X. Xxxxxxx Title: Vice President FISTAR BANKU.S. BANK NATIONAL ASSOCIATION, fka FirstStar Bank, N.A. By: /s/ Gxxx Xxxxxx /S/ XXXXXX X. XXXX Name: Gxxx Xxxxxx X. Xxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice Regional President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA XXXXXX TRUST AND SAVINGS BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant X.X. XXXXXX XXXXX BANK By: /S/ XXXXX X. XXXXX Name: Xxxxx X. Xxxxx Title: Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx /S/ XXXX X. Xxxxxx XXXXXX Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each BANK OF AMERICA, N.A. By: /S/ XXXX X. XXXXXXXX Name: Xxxx X. Xxxxxxxx Title: Managing Director LASALLE BANK NATIONAL ASSOCIATION, as assignee of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Standard Federal Bank By: /S/ XXXXXX XXXXX Name: Xxxxxx Xxxxx Title: Assistant Vice President # SCHEDULE 1 Banks and their respective directorsCommitments Banking Institution Tranche A Commitment Percentage Tranche A Commitment Amount Tranche B Commitment Percentage Tranche B Commitment Amount Maximum Amount KeyBank National Association 23.529412% $ 35,294,118.00 0 % $0.00 $ 35,294,118.00 X.X. Xxxxxx Chase Bank 11.764706% $ 17,647,059.00 0 % $0.00 $ 17,647,059.00 National City Bank 11.764706% $ 17,647,059.00 0 % $0.00 $ 17,647,059.00 Fifth Third Bank 9.803922% $ 14,705,883.00 0 % $0.00 $ 14,705,883.00 The Bank of New York 7.843137% $ 11,764,705.50 0 % $0.00 $ 11,764,705.50 Bank One, officersN.A. 7.843137% $ 11,764,705.50 0 % $0.00 $ 11,764,705.50 U.S. Bank National Association 7.843137% $ 11,764,705.50 0 % $0.00 $ 11,764,705.50 Xxxxxx Trust and Savings Bank 7.843137% $ 11,764,705.50 0 % $0.00 $ 11,764,705.50 Bank of America, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryN.A. 7.843137% $ 11,764,705.50 0 % $0.00 $ 11,764,705.50 LaSalle Bank National Association 3.921569% $ 5,882,353.50 0 % $0.00 $ 5,882,353.50 100.000000% $150,000,000.00 Total Commitment Amount $150,000,000.00
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx XXXX X. XXXXX ------------------------------------- Xxxx Name: Fxxxxxx X. Xxxx Title: Vice Xxxxx, President and Chief Executive Officer KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx XXXXXXX X. XXXX ------------------------------------- Xxxxxxx NameX. Xxxx, Portfolio Manager BANCA COMMERCIALE ITALIANA By: Dxxx X. Xxxxxxx /s/ XXXXXXX XXXXXXXXX ------------------------------------- Title: Vice President BANK ONE INDIANA, N.A. By: ------------------------------------- and /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx XXXXXX XXXXXXX ------------------------------------- Title: First Vice President President, Deputy Manager ------------------------------------- THE BANK OF NEW YORK By: /s/ Sxxxxxx XXXXXX X. Xxxxxxx NameXXXXXXXXX III ------------------------------------- Title: Sxxxxxx Vice President, U.S. Commercial Banking ------------------------------------- BANK ONE, NA By: /s/ XXXXXXX WITH ------------------------------------- Title: Senior Vice President ------------------------------------- CREDIT AGRICOLE INDOSUEZ (successor in interest to Caisse Nationale de Credit Agricole) By: /s/ XXXXXXX X. Xxxxxxx XXXXXXXXXX ------------------------------------- Title: Vice President, Senior Relationship Manager ------------------------------------- and /s/ XXXXX XXXXXX ------------------------------------- Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. ------------------------------------- COMERICA BANK By: /s/ Nxxxxxxx XXXXXXXX X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx XXXXXX ------------------------------------- Title: Assistant Account Officer ------------------------------------- UNI CREDITO ITALIANO SPA By: /s/ XXXXXXXXXXX X. XXXXX ------------------------------------- Title: First Vice President & Deputy Manager ------------------------------------- and /s/ XXXXXXXXXX XXXXXXX ------------------------------------- Title: First Vice President ------------------------------------- SANPAOLO IMI, SPA By: /s/ XXXX XXXXXX ------------------------------------- Title: Vice President ------------------------------------- and /s/ XXXXX XXXXXXX ------------------------------------- Title: Designated Group Manager ------------------------------------- NATIONAL CITY BANK By: /s/ XXXX X. XXXXXX ------------------------------------- Title: Vice President ------------------------------------- BANK ONE, INDIANA, NA. (successor in interest by merger to National City Bank of DaytonNBD Bank, N.A.) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx XXXXXX XXXXXXXX ------------------------------------- Title: Senior First Vice President ------------------------------------- THE SANWA BANK, LIMITED, CHICAGO BRANCH By: /s/ XXXXXXX X. XXXXXXXX ------------------------------------- Title: First Vice President and Assistant General Manager ------------------------------------- FIRSTAR BANK, NATIONAL ASSOCIATION (fka STAR BANK, N.A.) By: /s/ XXXXXX X. XXXXXXX ------------------------------------- Title: Vice President ------------------------------------- GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Fourth Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANAWHEELTEK, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx XXXXXXX X. Xxxx Name: Fxxxxxx XXXXX ------------------------------------- Xxxxxxx X. Xxxx IZUMIXxxxx, INC. Title: Vice President of each of the Companies listed above AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. INVESTMENT SERVICES CORPORATION By: /s/ Mxxxxxx XXXX X. Xxxxxxx a General Partner Name: Mxxxxxx XXXXX ------------------------------------- Xxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxx, President FIFTH AMENDMENT AGREEMENT This Fifth Amendment Agreement ("Amendment") is dated as of July 7, 2000, and made effective as of the 28th day of May, 2000, by and among AMCAST INDUSTRIAL CORPORATION, an Ohio corporation ("Borrower"), the banking institutions named in Schedule 1 to the Credit Agreement, as hereinafter defined ("Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent"):
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JURY TRIAL WAIVER. BORROWEREACH OF APPLICANT AND ISSUER WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL OF ANY CLAIM, AGENTCOUNTERCLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORCREDIT, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL DEALINGS WITH ONE ANOTHER RELATING TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH SUBJECT MATTER OF THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENTAGREEMENT. Very truly yours, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETOApplicant: Address for notices, etc. THIS WAIVER SHALL NOT IN ANY WAY AFFECTto Applicant: Ares Capital Corporation 000 Xxxx Xxxxxx, WAIVE00xx Xxxxx (Print Name of Applicant) New York, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION NY 10167 By: /s/ Fxxxxxx X. Xxxxx Xxx Attention: Xxxxxx Xxxxxxxx Telephone number: 000-000-0000 Xxxxx Xxx Email: XxxxxxXxxxxxXxxxxx@xxxxxxxx.xxx; (Print Name of Authorized Signer) XXxxxxxxx@xxxxxxxx.xxx Chief Accounting Officer, Vice President and Treasurer (Title of Authorized Signer) Applicant’s jurisdiction of organization, organization type & organizational number (if applicable): Maryland corporation Applicant’s Social Security or Federal tax identification number (if applicable): 00-0000000 Applicant’s Authorized Agent (for service of process per Section 27(b)): Print Name: United Agent Group Inc Complete Address: 0 Xxxxxxxxx Xxxxxx #000, Xxxxx Xxxxx, XX 00000 ACCEPTED AND AGREED TO: DEUTSCHE BANK AG NEW YORK BRANCH By: /s/ Xxxxxxxx Xxxx Name: Fxxxxxx X. Xxxxxxxx Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Director By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Xxxxxx Name: Gxxx Xxxxxx Xxxxxx Title: AVP Managing Director [SIGNATURE PAGE TO UNCOMMITTED CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT AGRICOLE INDOSUEZ ByAND DEMAND GUARANTEES] SCHEDULE I to Uncommitted Continuing Agreement for Standby Letters of Credit and Demand Guarantees dated May 11, 2023 made by Ares Capital Corporation (and, if applicable, one or more other parties) in favor of Deutsche Bank AG New York Branch Letter of Credit or Demand Guarantee number: /s/ Lxxxx APPLICATION FOR IRREVOCABLE STANDBY LETTER OF CREDIT OR DEMAND GUARANTEE UNDER UNCOMMITTED CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT AND DEMAND GUARANTEES Applicant (insert full name and address): Issuing Bank: Deutsche Bank AG New York Branch 0 Xxxxxxxx Xxxxxx NameXxx Xxxx, XX 00000 Date of Application: Lxxxx Xxxxxx TitleExpiry Date: Vice President Place of Expiry: ¨ Issue by (air) mail ¨ Issue by teletransmission ¨ Issue by courier ¨ Applicant to arrange pick-up ¨ Issue by other (specify) ¨ with brief advice by teletransmission Beneficiary (insert full name and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK address): Brief Description of Purpose(s) of Credit (successor in interest e.g., to National City Bank support payments of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each interest, fees, damages, insurance Name and Jurisdiction of Organization of any Subsidiary premiums or repayment of a loan): Account Party for this Credit (or specify “None”): Name and Jurisdiction of Organization of any Unaffiliated Account Party for this Credit (or specify “None”): Confirmation of the undersigned consents Credit: ¨ not requested ¨ requested ¨ authorized if requested by Beneficiary Currency and agrees Amount in Figures and Words (please use ISO Currency Codes): ¨ Credit to and acknowledges be issued with the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers conditions set forth thereinin the attached specimen. Each of Credit available against the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force document(s) detailed herein: ¨ Beneficiary’s sight draft(s) drawn on Issuing Bank ¨ Original Credit and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claimsamendments to the Credit ¨ Beneficiary’s signed and dated statement, offsetsreading as follows: ¨ Other documents (specify issuer(s) and data content): Credit to be issued subject to (check one): ¨ International Standby Practices 1998, defenses International Chamber of Commerce Publication No. 590 (ISP98), or such later revision thereof as may be in effect when the Credit is issued. ¨ Uniform Customs and counterclaims Practice for Documentary Credits, 2007 Revision, International Chamber of which any Commerce Publication No. 600 (UCP 600), or such later revision thereof as may be in effect when the Credit is issued. ¨ Uniform Rules for Demand Guarantees, 2010 Revision, International Chamber of Commerce Publication No. 758, or such later revision thereof as may be in effect when the Credit is issued. ¨ See attached for additional instructions, including if Beneficiary is a bank being asked to issue its own undertaking ¨ Check if only a single drawing for all or a portion of the undersigned is aware, such waiver and release being with full knowledge and understanding amount of the circumstances Credit is permitted 20 The undersigned requests you to issue your irrevocable letter of credit, demand guarantee or similar undertaking (herein called the “Credit”), substantially in accordance with these instructions (marked (x) where appropriate). The undersigned agrees to be bound in respect of the Credit by the terms and effect thereof conditions of the Uncommitted Continuing Agreement for Standby Letters of Credit and Demand Guarantees dated May 11, 2023, as amended, supplemented or otherwise modified from time to time, made by the undersigned (and, if applicable, one or more other parties) to Deutsche Bank AG New York Branch (which Agreement you may have received by electronic transmission). The undersigned represents and warrants to you that (i) no Event of Default (as defined in such Agreement) or other event that with notice or lapse of time or both would constitute such an Event of Default has occurred and is continuing or would result from the issuance of the requested Credit and (ii) all representations and warranties contained in such Agreement (other than those contained in clauses (iv)(b) and (vi) of Section 16(a) of such Agreement) are true and correct in all material respects as of the date hereof and shall be true and correct in all material respects immediately after having consulted legal counsel with respect theretoissuance of the requested Credit. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. Applicant’s Name: ARES CAPITALCORPORATION By: /s/ Fxxxxxx X. Xxxx Print Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INCTHIS IS AN IMPORTANT LEGAL DOCUMENT. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryCONSULT WITH YOUR LEGAL COUNSEL.
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Samples: Ares Capital Corp
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 00000 Xxxxxxx Xxxx NORDSON CORPORATION Westlake, WAIVEOhio 44145 Attention: Vice President, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Xxxxxxx Chief Financial Officer Name: Fxxxxxx Xxxxxxx X. Xxxx Xxxxxxx Title: Vice President KEYBANK President, Chief Financial Officer Address: PNC Center PNC BANK, NATIONAL ASSOCIATION, 0000 Xxxx Xxxxx Xxxxxx as Administrative Agent and as a Bank Xxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxxx By: /s/ Dxxx Xxxxxx X. Xxxxxxx Xxxxx Name: Dxxx Xxxxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Xxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Address: PNC Center 0000 Xxxx Xxxxx Xxxxxx Xxxxxxxxx, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. Xxxx 00000 By: /s/ Fxxxxxx Xxxxxx X. Xxxx Xxxxxx Attention: Xxxxxx X. Xxxxxx PNC CAPITAL MARKETS LLC Name: Fxxxxxx Xxxxxx X. Xxxx IZUMI, INC. Xxxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESDirector (Signature Page to Credit Agreement) Schedule 1 Banks and Commitments Bank Commitment Percentage Commitment Amount PNC Bank, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY ByNational Association 100.00 % $ 250,000,000.00 Total Commitment Amount: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary100.00 % $ 250,000,000.00 Schedule 6.4 and 6.8
Appears in 1 contract
JURY TRIAL WAIVER. EACH BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 00000 Xxxxxxx Xxxx Westlake, WAIVEOhio 44145 Attention: Vice President, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL Chief Financial Officer NORDSON CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Xxxxxxx Title: Vice President President, Chief Financial Officer Address: KeyTower 000 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 Attention: KCIB Loan Services KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx Xxxxx X. Xxxxxxx Xxx Title: Vice President BANK ONE INDIANA[Other Signature Pages to Follow] Address: JPMorgan Chase Bank 10 X. Xxxxxxxx, N.A. Fl. 09 Xxxxxxx, XX 00000 Attn: Xxxx X. Xxxxx JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as a Bank By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx Xxxx X. Xxxxxxxxx Xxxxx Title: Vice President Address: 000 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000 THE BANK OF NEW YORK TOKYO-MITSUBISHI UFJ, LTD., as a Bank By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR Address: PNC BANK, N.A. NATIONAL ASSOCIATION, as a Bank By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ Address: RBS CITIZENS, N.A., as a Bank By: /s/ Lxxxx Xxxxxx Name: Lxxxx Title: Address: Xxxxx Fargo 000 X. Xxxxxx St., Suite 1800 Chicago, IL 60606 XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Bank By: Name: Xxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Address: Bank of America, N.A. 0000 XXX Xxxx., Xxxxx 0000 Xxxxxxxxxxxx, XX 00000 BANK OF AMERICA, N.A., as a Bank By: Name: Pxxx Xxxxxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Xxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated Address: THE NORTHERN TRUST COMPANY, as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. a Bank By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Title: Address: Fifth Third Bank 000 Xxxxxxxx Xxx. Xxxx IZUMIXxxxxxxxx, INC. XX 00000 FIFTH THIRD BANK, as a Bank By: Name: Xxxxxx Xxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESAddress: Huntington National Bank 00 Xxxxx Xxxx Xxxxxx Xxxxxxxx, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESXX 00000 THE HUNTINGTON NATIONAL BANK, INC. CASTING TECHNOLOGY COMPANY as a Bank By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxxxx Xxxx Title: SecretaryVice President Schedule 1-A Banks and Commitments Bank Commitment Revolving Commitment Amount Percentage KeyBank National Association 15.000000000 % $ 75,000,000 JPMorgan Chase National Association 12.200000000 % $ 61,000,000 Bank of Tokyo – Mitsubishi UFJ, Ltd, 12.200000000 % $ 61,000,000 PNC Bank, National Association 12.200000000 % $ 61,000,000 RBS Citizens, N.A. 12.200000000 % $ 61,000,000 Xxxxx Fargo Bank, National 10.200000000 % $ 51,000,000 Association Northern Trust 8.000000000 % $ 40,000,000 Bank of America, N.A. 8.000000000 % $ 40,000,000 Fifth Third Bank 5.000000000 % $ 25,000,000 The Huntington Bank 5.000000000 % $ 25,000,000 Total Commitment Amount: 100.00 % $ 500,000,000.00 Schedule 1-B MANDATORY COST FORMULAE
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JURY TRIAL WAIVER. BORROWERBORROWERS, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ByAddress: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK 101 South Fifth Street NATIONAL ASSOCIATIONCITY BANK OF KENTUCKY, Xxxxxxxxxx, Xentucky 40202 as Agent and as a Bank Xxxx: Xxxxx Xxxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx -------------------------------- Title: Vice ------------------------------ Address: 416 W. Jefferson Street, 2nd Floor BANK ONE, KENTUCKY, N.A., Xxxxxxxxxx, Xentucky 40202 as Syndication Agent Xxxx: ----------------------------- By: -------------------------------- Title: ----------------------------- Address: 1 Financial Square U.S. BANK, NATIONAL ASSOCIATION, Xxxxxxxxxx, Xxxxxxxx 00000-0022 as Documentation Agent Xxxx: ---------------------------- By: ------------------------------- Title: ---------------------------- Address: 677 Washington Boulevard UBS AG, Stamford Branch Xxxxxxxx, Xxxxxxxxxxx 06901 Attn: Xx: ---------------------------- -------------------------------- Title: ----------------------------- and by: ---------------------------- Title: ---------------------------- Address: 425 Lexington Avenue LEHMAN COMMERCIAL PAPER INC. Xxxx 0000 New York, Nxx Xxxk 10017 Attn: Michelle Xxxxxxx Xx: -------------------------------- Title: ---------------------------- Address: 10140 Linn Station Road RES-CARE, INC. Louisville, Kentucky 40223-3813 Attn: Xx: ----------------------------- ------------------------------- L. Bryan Shaul Title: Execxxxxx Xxxx President BANK ONE of Finance and Administration, Chief Financial Officer & Assistant Treasurer ALTERNATIVE CHOICES, INC. BALD EAGLE ENTERPRISES, INC. CAPITAL TX INVESTMENTS, IXX. XXXX XXXPERTIES, INC. CNC/ACCESS, INC. COMMUNITY ADVANTAGE, INC. COMMUNITY ALTERNATIVES ILLINOIS, INC. COMMUNITY ALTERNATIVES INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President INC. COMMUNITY ALTERNATIVES KENTUCKY, INC. COMMUNITY ALTERNATIVES MISSOURI, INC. COMMUNITY ALTERNATIVES NEBRASKA, INC. COMMUNITY ALTERNATIVES TEXAS PARTNER, INC. COMMUNITY ALTERNATIVES VIRGINIA, INC. EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC. J. & J. CARE CENTERS, INC. NORMAL LIFE, INC. PEOPLESERVE, INC. RAISE GEAUGA, INC. RES-CARE ALABAMA, INC. RES-CARE CALIFORNIA, INC. d/b/a RCCA SERVICES RES-CARE ILLINOIS, INC. RES-CARE KANSAS, INC. RES-CARE NEW JERSEY, INC. RES-CARE NEW MEXICO, INC. RES-CARE OHIO, INC. RES-CARE OKLAHOMA, INC. RES-CARE OTHER OPTIONS, INC. RES-CARE PREMIER, INC. RES-CARE PREMIER CANADA, INC. RES-CARE TENNESSEE, INC. RES-CARE TRAINING TECHNOLOGIES, INC. RES-CARE WASHINGTON, INC. ROCKCREEK, INC. RSCR CALIFORNIA, INC. RSCR INLAND, INC. RSCR WEST VIRGINIA, INC. SOUTHERN HOME CARE SERVICES, INC. TANGRAM REHABILITATION NETWORK, INC. TEXAS HOME MANAGEMENT, INC. THM HOMES, INC. BRINKLEY GROUP HOMES, INC. BAKER MANAGEMENT, INC. BOLIVAR DEVELOPMENXXX XXXXNING CENTER, INC. BXXXXXR ESTATES, INC. EBENEZER ESTATES, INC. FORT MASON ESTATES, INC. HILLSIDE ESTATES, INC. HYDESBURG ESTATES, INC. IXXXXXDUALIZED SUPPORTED LIVING, INC. MEADOW LANE ESTATES, INC. MISSOURI PROGRESSIVE SERVICES, INC. OAK WOOD SUITES OF BOLIVAR, INC. OAKVIEW ESTATES OF BOLIVAR, INC. PEBBLE CREEK ESTATES, INC. RIVER BLUFF ESTATES, INC. SHA-REE ESTATES, XXX. XXXXXXX XXXXXXX, XXX. XXXXXX XXXXX, XXX. WILLARD ESTATES, INC. CAREERS IN PROGRESS, INC. EDUCARE COMMUNITY LIXXXX-XXRMAL LIFE, INC. NORMAL LIFE OF CALIFORNIA, INC. NORMAL LIFE OF CENTRAL INDIANA, INC. NORMAL LIFE FAMILY SERVICES, INC. NORMAL LIFE OF GEORGIA, INC. NORMAL LIFE OF LAFAYETTE, INC. NORMAL LIFE OF LAKE CHARLES, INC. NORMAL LIFE OF LOUISIANA, INC. NORMAL LIFE OF SOUTHERN XXXXXXA, INC. RES-CARE FLORIDA, INC. EDUCARE COMMUNITY LIVING CORPORATION-AMERICA PSI HOLDINGS, INC. VOCA CORPORATION OF AMERICA VOCA RESIDENTAL SERVICES, INC. B.W.J. OPPORTUNITY CENTERS, INC. THE BANK CITADEL GROUP, INC. EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI EDUCARE COMMUNITY LIVING CORPORATION-NEVADA EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO EDUCARECOMMUNITY LIVING CORPORATION-NORTH CAROLINA EDUCARE COMMUNITY LIVING CORPORATION-TEXAS VOCA CORP. VOCA CORPORATION OF FLORIDA VOCA CORPORATION OF INDIANA VOCA CORPORATION OF MARYLAND VOCA CORPORATION OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKJERSEY VOCA CORPORATION OF NORTH CAROLINA VOCA CORPORATION OF OHIO VOCA CORPORATION OF WASHINGTON, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION D.C. VOCA CORPORATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALWEST VIRGINIA, INC. By: /s/ Fxxxxxx X. Xxxx Name----------------------------------------- L. Bryan Shaul Title: Fxxxxxx X. Xxxx IZUMIAssistant Treasurer THE ACADEMY FOR INDIVIDUAX XXXXXXXXXE, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL ALTERNATIVE YOUTH SERVICES, INC. CASTING TECHNOLOGY COMPANY RES-CARE AVIATION, INC. GENERAL HEALTH CORPORATION YOUTHTRACK, INC. EMPLOY-ABILITY UNLIMITED, INC. By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx ----------------------------------------- L. Bryan Shaul Title: Treasurer EDUCARE COMMUNITY LIVING LIMITED PAXXXXXXXXX Xy: Community Alternatives Texas Partner, Inc. Its: General Partner By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx ----------------------------------------- L. Bryan Shaul Title: SecretaryAssistant Treasurer
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH SERVICES CORPORATION TELETECH GOVERNMENT SOLUTIONS, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx Xxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxxx, as Agent and as a Bank Xx. By: /s/ Dxxx Xxxx X. Xxxxxxx Name: Dxxx Xxxxx, Xx. Xxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxxx, N.A. Xx. Xxxx X. Xxxxx, Xx. Interim Chief Financial Officer and Interim Chief Financial Officer and Assistant Secretary Assistant Secretary TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), INC. TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), LLC By: /s/ Jxxxxxx Xxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK Xxxxx, Xx. By: /s/ Sxxxxxx Xxxx X. Xxxxxxx Name: Sxxxxxx Xxxxx, Xx. Xxxx X. Xxxxxxx Title: Vice President FISTAR BANKXxxxx, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President Xx. Xxxx X. Xxxxx, Xx. Interim Chief Financial Officer and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Interim Chief Financial Officer and Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS Secretary Assistant Secretary DIRECT ALLIANCE CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALTTEC NEVADA, INC. By: /s/ Fxxxxxx Xxxx X. Xxxxx, Xx. By: /s/ Xxxx NameX. Xxxxx, Xx. Xxxx X. Xxxxx, Xx. Xxxx X. Xxxxx, Xx. Interim Chief Financial Officer Treasurer TELETECH STOCKTON, LLC NEWGEN RESULTS CORPORATION By: Fxxxxxx /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxx IZUMIX. Xxxxx, Xx. Xxxx X. Xxxxx, Xx. Xxxx X. Xxxxx, Xx. Interim Chief Financial Officer and Assistant Secretary Assistant Secretary TELETECH INTERNATIONAL HOLDINGS, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx Xxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxx, Xx. Xxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxx, Xx. Interim Chief Financial Officer and Assistant Secretary SCHEDULE 1 REVOLVING CREDIT COMMITMENT COMMITMENT LENDERS PERCENTAGE AMOUNT MAXIMUM AMOUNT KeyBank National Association 28.89 % $ 65,000,000 $ 65,000,000 Xxxxx Fargo Bank, N.A. 13.33 % $ 30,000,000 $ 30,000,000 Bank of America, N.A. 13.33 % $ 30,000,000 $ 30,000,000 JPMorgan Chase Bank, N.A. 11.11 % $ 25,000,000 $ 25,000,000 The Northern Trust Company 8.89 % $ 20,000,000 $ 20,000,000 Wachovia Bank, National Association 8.89 % $ 20,000,000 $ 20,000,000 BNP Paribas 8.89 % $ 20,000,000 $ 20,000,000 Fifth Third Bank 6.67 % $ 15,000,000 $ 15,000,000 Total Commitment Amount 100 % $ 225,000,000 $ 225,000,000
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxx X. Xxxxxxx Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President INTESABCI - CHICAGO BRANCH (successor in interest to Banca Comerciale Italiana) By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Vice President and /s/ X. Xxxxxxxxx Name: X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx Xxxxxxx X. Xxxxxxxxx Name: Jxxxxxx Xxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK CREDIT AGRICOLE INDOSUEZ (successor in interest to Caisse Nationale de Credit Agricole) By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxx Xxxxxx Title: Vice President and /s/ Pxxx Xxxx X. Xxxxxxx Name: Pxxx Xxxx X. Xxxxxxx Title: V.P./ Sr.Senior Relationship Mgr. Manager COMERICA BANK By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxx Title: Assistant Vice President UNICREDITO ITALIANO SPA By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: F.V.P. & Deputy Manager and /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President SANPAOLO IMI S.p.A. By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President and /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: C.E.O. Area Americas NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx Xxxx X. Xxxxxx Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President BANK ONE INDIANA, N.A. (successor by merger to NBD Bank) By: /s/ Xxxxxxx X. Xxxxxxxxx Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President FIRSTAR BANK, N.A. (fka STAR BANK, N.A.) By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: AVP / Its attorney-in-fact GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Seventh Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, ,INC. CASTING TECHNOLOGY COMPANY By: /s/ Xxxxxxx X. Xxxxxxx By: Amcast Casting Technologies,, Inc. ByName: /s/ Mxxxxxx Xxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx Xxxxx X. Xxxx Name: Dxxxx Xxxxx X. Xxxx Title: Secretary
Appears in 1 contract
Samples: Seventh Amendment Agreement (Amcast Industrial Corp)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWER AND EACH GUARANTOR HEREBY BANK WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, BETWEEN BORROWER AND BANK ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BETWEEN BORROWER AND BANK. Address: BORROWER: 00000 Xxxxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, AGENT AND THE BANKSXxxx 00000 Attention: Xxxxx X. Xxxxxxxx Fax: 000-000-0000 CTPARTNERS EXECUTIVE SEARCH LLC, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION(f/k/a Christian & Timbers LLC, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAwhich will change its name on or about the date hereof to CTPartners Executive Search, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of DaytonInc.) By: /s/ Nxxx Xxxxx X. Xxxxxx Xxxxxxxx Print Name: Nxxx Xxxxx X. Xxxxxxxx Its: COO/CFO Address: BANK: 0000 Xxxx Xxxxx Xxxxxx TitleXxxxxxxxx, Xxxx 00000 Attention: Xxxxxx X. Xxxx JPMORGAN CHASE BANK, N.A By: /s/ Xxxxxx X. Xxxx Fax: 000-000-0000 Print Name: Xxxxxx X. Xxxx Its: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
Appears in 1 contract
Samples: Credit and Security Agreement (Ctpartners Executive Search LLC)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTMCQUEEN INTERNATIONAL INCORPORATED SYKES E-COMMERCE, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION INCORPORATED By: /s/ Fxxxxxx Xxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Xxxxxx By: /s/ Dxxx X. W. Xxxxxxx Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Xxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx W. Xxxxxxx Xxxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) & Secretary Title: President XXXXX XX HOLDINGS, LLC SYKES ACQUISITION, LLC By: /s/ Nxxx Xxxxx X. Xxxxxx By: /s/ W. Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Name: Nxxx W. Xxxxxxx Xxxxxxx Title: President & Secretary Title: President XXXXX ENTERPRISES – SOUTH AFRICA, INC. SYKES GLOBAL HOLDINGS, LLC By: /s/ Xxxxx X. Xxxxxx By: /s/ W. Xxxxxxx Xxxxxxx Name: Xxxxx X. Xxxxxx Name: W. Xxxxxxx Xxxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. & Secretary Title: President JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTSYKES REALTY, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS ICT INTERNATIONAL, INC. By: /s/ Fxxxxxx Xxxxx X. Xxxx Xxxxxx By: /s/ W. Xxxxxxx Xxxxxxx Name: Fxxxxxx Xxxxx X. Xxxx IZUMIXxxxxx Name: W. Xxxxxxx Xxxxxxx Title: President Title: VP & CFO ICT ENTERPRISES, INC. Title: Vice President AMCAST CASTING TECHNOLOGIESICT ACCOUNTS RECEIVABLE MANAGEMENT, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESBy: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxx Xxxx Xxxxxx Name: Xxxxx X. Xxxxxx Name: Xxxx Xxxx Xxxxxx Title: President Title: President ICT RESOURCES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx Xxxxx X. Xxxxxxx a General Partner Xxxxxx Name: Mxxxxxx Xxxxx X. Xxxxxxx Xxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryPresident
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JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 0000 Xxxxxxx Xxxx STERIS CORPORATION Mentor, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Ohio 44060 Attention: Chief Financial By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Xxxxxx Xxxxx Officer ----------------------------------- Xxxxxx Xxxxx, Senior Vice President and Chief Financial Officer By: /s/ Xxx X. Xxxxxx ----------------------------------- Xxx X. Xxxxxx, President and Chief Operating Officer Address: Key Tower KEYBANK NATIONAL ASSOCIATION, 000 Xxxxxx Xxxxxx as Agent and as a Bank Xxxxxxxxx, Xxxx 00000 Attention: Large Corporate By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: X.X. Xxxxxx Banking Division ----------------------------------- X.X. Xxxxxx, Vice President BANK ONE INDIANAAddress: 000 Xxxxxxxx Xxxxxx XXXX XXX, N.A. XXXXXXXX Xxxxxxxxx, Xxxx 00000-0000 as a Bank and as Syndication Agent Attention: Xxxxxxx Xxxxx Coerdt By: /s/ Jxxxxxx X. Xxxxxxxxx NameXxxxxxx Xxxxx Xxxxxx ----------------------------------- Xxxxxxx Xxxxx Coerdt, Managing Director Address: Jxxxxxx X. Xxxxxxxxx Title000 Xxxxx XxXxxxx Xxxxxx XXXXXXX BANK NATIONAL ASSOCIATION, Xxxxxxx, Xxxxxxxx 00000 as a Bank and as Documentation Agent Attention: Vice President THE BANK OF NEW YORK Xxx Xxxxxxxx By: /s/ Sxxxxxx Xxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Xxxxxx ----------------------------------- Vice President FISTAR BANKAddress: 0000 Xxxx Xxxxx Xxxxxx NATIONAL CITY BANK 7th Floor, N.A. Locator: 2077 Xxxxxxxxx, Xxxx 00000 Attention: Large Corporate By: /s/ Gxxx Xxxxxx Name: Gxxx X. Xxxxxxx Group ----------------------------------- Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: X. Xxxxxxx, Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryLending Officer
Appears in 1 contract
Samples: Assignment Agreement (Steris Corp)
JURY TRIAL WAIVER. BORROWEREACH OF THE OBLIGORS WAIVES TRIAL BY JURY IN ANY COURT AND IN ANY SUIT, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ACTION OR PROCEEDING ON ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, MATTER ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND RELATED TO THE FINANCING TRANSACTIONS OF WHICH THIS AND THE OTHER AMENDED LOAN DOCUMENTS ARE A PART OR MODIFY AGENT'S OR THE ENFORCEMENT OF ANY OF THE BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT RIGHTS AND REMEDIES. THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND OBLIGORS ACKNOWLEDGE THAT EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. MAKES THIS WAIVER SHALL NOT IN ANY WAY AFFECTKNOWINGLY, WAIVEVOLUNTARILY, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION WITHOUT DURESS AND ONLY AFTER EXTENSIVE CONSIDERATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOFRAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INCThe parties hereto have executed this Agreement on the date first written above. (fka Wheeltek, Inc.) AS INTERNATIONALFIND/SVP, INC. By: By /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMIXXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its Executive Vice President FIND/SVP PUBLISHED PRODUCTS, INC. Title: By /s/ XXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its Executive Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL FIND/SVP INTERNET SERVICES, INC. CASTING TECHNOLOGY By /s/ XXXXX XXXXXXXX ------------------ Xxxxx Xxxxxxxx Its Vice President STATE STREET BANK AND TRUST COMPANY By: Amcast Casting Technologies,Inc. By: By /s/ Mxxxxxx XXXXXX X. XXXXXXX --------------------- Xxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryVice President
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTBANKRUPTCY SERVICES LLC FINANCIAL BALLOTING GROUP, WAIVELLC EPIQ SYSTEMS ACQUISITION, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALXXXXXXX-XXXXXXX CORPORATION HILSOFT, INC. By: /s/ Fxxxxxx Xxxxxxxxx X. Xxxx NameXxxxxx By: Fxxxxxx /s/Xxxxxxxxx X. Xxxx IZUMIXxxxxx Xxxxxxxxx X. Xxxxxx Xxxxxxxxx X. Xxxxxx Secretary Secretary, Chief Financial Officer and Treasurer NOVARE, INC. Title: Vice President AMCAST CASTING TECHNOLOGIESNMATRIX, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx Xxxxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Xxxxxx By: /s/ Dxxxx /s/Xxxxxxxxx X. Xxxx Name: Dxxxx Xxxxxx Xxxxxxxxx X. Xxxx Title: SecretaryXxxxxx Xxxxxxxxx X. Xxxxxx Treasurer and Secretary Executive Vice President and ChiefFinancial Officer
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Xxxx X. Xxxxxxx Name: Dxxx Xxxx X. Xxxxxxx Title: Vice President INTESABCI - CHICAGO BRANCH (successor in interest to Banca Comerciale Italiana) By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President and /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Name: Jxxxxxx Xxxxxxx X. Xxxxxxxxx Xxxxxx Title: Vice President THE BANK OF NEW YORK CREDIT AGRICOLE INDOSUEZ (successor in interest to Caisse Nationalede Credit Agricole) By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxx Xxxxxx Title: Vice President and /s/ Pxxx Xxxx X. Xxxxxxx Name: Pxxx Xxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxx Name: Nxxxxxxx Xxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) UNICREDITO ITALIANO SPA By: /s/ Nxxx X. Xxxxxx Name: Nxxx Xxxxxxxxxxx X. Xxxxxx Xxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents F.V.P. & Deputy Manager and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx X. Xxxx IZUMI, INC. Xxxxx Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. SANPAOLO IMI S.p.A. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Xxxx Xxxxxx Name: Mxxxxxx X. Xxxx Xxxxxx Title: V.P. and /s/ Xxxxx Xxxxxxx Name: Xxxxx Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryG.M.
Appears in 1 contract
Samples: Eighth Amendment Agreement (Amcast Industrial Corp)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH SERVICES CORPORATION TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Axxx Xxxxxxxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), N.A. INC. TELETECH GOVERNMENT SOLUTIONS, LLC By: /s/ Jxxxxxx X. Axxx Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary TELETECH CUSTOMER SERVICES, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALTTEC NEVADA, INC. By: /s/ Fxxxxxx X. Xxxx NameAxxx Xxxxxxxxx By: Fxxxxxx X. Xxxx IZUMI/s/ Axxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary TELETECH INTERNATIONAL HOLDINGS, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. NEWGEN RESULTS CORPORATION By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Axxx Xxxxxxxxx By: /s/ Dxxxx X. Xxxx NameAxxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary DIRECT ALLIANCE CORPORATION TELETECH STOCKTON, LLC By: Dxxxx X. Xxxx Title/s/ Axxx Xxxxxxxxx By: /s/ Axxx Xxxxxxxxx Axxx Xxxxxxxxx Axxx Xxxxxxxxx Assistant Secretary Assistant Secretary
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENTS AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENTS AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S AGENTS' OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AGENTS AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION PARK-OHIO INDUSTRIES, INC. /s/ Jamex X. Xxxxxx By: _______________________________ Jamex X. Xxxxxx, Xxce President /s/ Fxxxxxx Ronaxx X. Xxxx Name: Fxxxxxx Xxxxxx and ______________________________ Ronaxx X. Xxxx Title: Vice President Xxxxxx, Xxcretary KEYBANK NATIONAL ASSOCIATION, as a Bank and as Administrative Agent and /s/ Kennxxx X. Xxxxxx By: _________________________________ Kennxxx X. Xxxxxx, Xxce President THE HUNTINGTON NATIONAL BANK, as a Bank and as Co-Agent /s/ Timoxxx X. Xxxx By: /s/ Dxxx __________________________________ Timoxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxce President
Appears in 1 contract
Samples: First Amendment Agreement (Park Ohio Industries Inc/Oh)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BETWEEN BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: 2401 Xxxxx Xxxxxx Xxxx THE STANDARD PRODUCTS COMPANY Dearxxxx, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxxxxxx 00000 Attention: Mr. Charxxx Xxxx By: /s/ Fxxxxxx Charxxx Xxxx Treasurer --------------------------- Treasurer --------------------- Address: National City Bank Building NATIONAL CITY BANK 1900 Xxxx Xxxxx Xxxxxx, 00xx Xxxor As a Bank and as Agent Clevxxxxx, Xxxx 00000-0000 Attention: Ms. Xxxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx Maryxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Xxxx Senior Vice President --------------------------- Senior Vice President --------------------- Address: 500 Xxxxxxxx Xxx. COMERICA BANK ONE INDIANADetroit, N.A. Michigan 48226-3265 Attention: Mr. Michxxx Xxxx By: /s/ Jxxxxxx Michxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Xxxx Vice President THE --------------------------- Vice President --------------------- Address: 611 Xxxxxxxx Xxx., 2nd Floor NBD BANK OF NEW YORK Detroit, Michigan 48226 Attention: Ms. Xxxx Xxxxx By: /s/ Sxxxxxx Mary Xx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Cxxxxx Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: --------------------------- Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary--------------------- [Signatures continued on next page]
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE PARTY HERETO WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORBETWEEN SUCH PARTY AND ANY OTHER PARTY HERETO, OR ANY THEREOFCREDIT PARTY, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTAddress: Two Prudential Plaza THE PRUDENTIAL INSURANCE COMPANY XX Xxxxx 0000 XXXXXXX Xxxxxxx, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxxxxxx 00000 Attention: Managing Director By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Address: c/o Prudential Capital Group HARTFORD LIFE INSURANCE COMPANY Two Prudential Plaza Suite 5600 By: /s/ Fxxxxxx X. Xxxx Prudential Private Placement Xxxxxxx, Xxxxxxxx 00000 Investors, L.P., as Attention: Managing Director Investment Advisor By: Prudential Private Placement Investors, Inc., as it General Partner By ------------------------------------- Name: Fxxxxxx X. Xxxx ---------------------------------- Title: Vice President --------------------------------- Address: c/o Prudential Capital Group MEDICA HEALTH PLAN Two Prudential Plaza Suite 5600 By: Prudential Private Placement Xxxxxxx, Xxxxxxxx 00000 Investors, L.P., as Attention: Managing Director Investment Advisor By: Prudential Private Placement Investors, Inc., as its General Partner By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Address: Key Center KEYBANK NATIONAL ASSOCIATION, 000 Xxxxxx Xxxxxx for itself as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAon behalf of Xxxxxxxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President Xxxx 00000-0000 and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of for the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each benefit of the Banks and their respective directorsAttention: Large Corporate Banking By ------------------------------------- Name: ---------------------------------- Title: --------------------------------- Address: c/o New York Life Insurance NEW YORK LIFE INSURANCE COMPANY Company 00 Xxxxxxx Xxxxxx Xxx Xxxx, officersXxx Xxxx 00000 By Attention: Securities ------------------------------------- Investment Group, employeesPrivate Name: Finance, attorneys2nd Floor ---------------------------------- Title: --------------------------------- Address: x/x Xxx Xxxx Xxxx Xxxxxxxxxx XXX XXXX LIFE INSURANCE AND Management LLC ANNUITY CORPORATION 00 Xxxxxxx Xxxxxx Xxx Xxxx, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. Xxx Xxxx 00000-0000 By: /s/ Fxxxxxx X. Xxxx New York Life Investment Management Attention: Securities LLC, Its Investment Adviser Investment Group, Private Finance, 2nd Floor By ------------------------------------- Name: Fxxxxxx X. Xxxx IZUMI, INC. ---------------------------------- Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary---------------------------------
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH SERVICES CORPORATION TELETECH CUSTOMER CARE MANAGEMENT (COLORADO), WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Xxxxxxxxx By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Secretary Secretary TELETECH CUSTOMER CARE MANAGEMENT (WEST VIRGINIA), N.A. INC. TELETECH GOVERNMENT SOLUTIONS, LLC By: /s/ Jxxxxxx X. Xxxx Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKXxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Secretary Secretary TELETECH CUSTOMER SERVICES, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALTTEC NEVADA, INC. By: /s/ Fxxxxxx X. Xxxx NameXxxxxxxxx By: Fxxxxxx X. /s/ Xxxx IZUMIXxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Assistant Secretary Assistant Secretary TELETECH INTERNATIONAL HOLDINGS, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. NEWGEN RESULTS CORPORATION By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Xxxx Xxxxxxxxx By: /s/ Dxxxx X. Xxxx NameXxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Secretary Secretary DIRECT ALLIANCE CORPORATION TELETECH STOCKTON, LLC By: Dxxxx X. /s/ Xxxx TitleXxxxxxxxx By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx Secretary Secretary
Appears in 1 contract
JURY TRIAL WAIVER. BORROWERBORROWERS, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION ByAddress: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK 101 South Fifth Street NATIONAL ASSOCIATIONCITY BANK OF KENTUCKY, Xxxxxxxxxx, Kentucky 40202 as Agent and as a Bank Xxxx: Xxxxx Xxxxx By:_______________________________ Title:____________________________ Address: /s/ Dxxx 416 W. Jefferson Street, 2nd Floor BANK ONE, KENTUCKY, N.A., Xxxxxxxxxx, Kentucky 40202 as Syndication Agent and as a Bxxx Xxxx: Xxxxxx Xerguson By:_______________________________ Title:____________________________ Address: 1 Financial Square U.S. BANK, NATIONAL ASSOCIATION, Xxxxxxxxxx, Xxxxxxxx 00000-0022 as Documentation Agent and as a Xxxx: Xxxx Xxx Bank By:_______________________________ Title:____________________________ Address: 677 Washington Boulevard UBS AG, Stamford Branch Xxxxxxxx, Xxxxxxxxxxx 06901 Attn: Deborah Porter Xx:_______________________________ Title:____________________________ and by:___________________________ Title:____________________________ Address: 745 Seventh Avenue LEHMAN COMMERCIAL PAPER INC. 00xx Xxxxx New York, Xxx Xxrk 10019 Attn: Francis X. Xxxxxxx NameXxxxx Xx:_______________________________ Title:____________________________ Address: Dxxx X. Xxxxxxx 10140 Linn Station Road RES-CARE, INC. Louisville, Kentucky 40223-3813 Attn: L. Bryan Shaul Xx: ___________________________ L. Bryan Shaul Title: Vice Exexxxxxx Xxxx President BANK ONE of Finance and Administration, Chief Financial Officer & Assistant Treasurer ALTERNATIVE CHOICES, INC. BALD EAGLE ENTERPRISES, INC. CAPITAL TX INVESTMENTS, IXX. XXXX XXXPERTIES, INC. CNC/ACCESS, INC. COMMUNITY ADVANTAGE, INC. COMMUNITY ALTERNATIVES ILLINOIS, INC. COMMUNITY ALTERNATIVES INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President INC. COMMUNITY ALTERNATIVES KENTUCKY, INC. COMMUNITY ALTERNATIVES MISSOURI, INC. COMMUNITY ALTERNATIVES NEBRASKA, INC. COMMUNITY ALTERNATIVES TEXAS PARTNER, INC. COMMUNITY ALTERNATIVES VIRGINIA, INC. EDUCARE COMMUNITY LIVING-TEXAS LIVING CENTERS, INC. J. & J. CARE CENTERS, INC. NORMAL LIFE, INC. PEOPLESERVE, INC. RAISE GEAUGA, INC. RES-CARE ALABAMA, INC. RES-CARE CALIFORNIA, INC. D/B/A RCCA SERVICES RES-CARE ILLINOIS, INC. RES-CARE KANSAS, INC. RES-CARE NEW JERSEY, INC. RES-CARE NEW MEXICO, INC. RES-CARE OHIO, INC. RES-CARE OKLAHOMA, INC. RES-CARE OTHER OPTIONS, INC. RES-CARE PREMIER, INC. RES-CARE PREMIER CANADA, INC. RES-CARE TENNESSEE, INC. RES-CARE TRAINING TECHNOLOGIES, INC. RES-CARE WASHINGTON, INC. ROCKCREEK, INC. RSCR CALIFORNIA, INC. RSCR INLAND, INC. RSCR WEST VIRGINIA, INC. SOUTHERN HOME CARE SERVICES, INC. TANGRAM REHABILITATION NETWORK, INC. TEXAS HOME MANAGEMENT, INC. THM HOMES, INC. BRINKLEY GROUP HOMES, INC. BAKER MANAGEMENT, INC. BOLIVAR DEVELOPMENXXX XXXXNING CENTER, INC. BXXXXXR ESTATES, INC. EBENEZER ESTATES, INC. FORT MASON ESTATES, INC. HILLSIDE ESTATES, INC. HYDESBURG ESTATES, INC. IXXXXXDUALIZED SUPPORTED LIVING, INC. MEADOW LANE ESTATES, INC. MISSOURI PROGRESSIVE SERVICES, INC. OAK WOOD SUITES OF BOLIVAR, INC. OAKVIEW ESTATES OF BOLIVAR, INC. PEBBLE CREEK ESTATES, INC. RIVER BLUFF ESTATES, INC. SHA-REE ESTATES, XXX. XXXXXXX XXXXXXX, XXX. XXXXXX XXXXX, XXX. WILLARD ESTATES, INC. CAREERS IN PROGRESS, INC. EDUCARE COMMUNITY LIXXXX-XXRMAL LIFE, INC. NORMAL LIFE OF CALIFORNIA, INC. NORMAL LIFE OF CENTRAL INDIANA, INC. NORMAL LIFE FAMILY SERVICES, INC. NORMAL LIFE OF GEORGIA, INC. NORMAL LIFE OF LAFAYETTE, INC. NORMAL LIFE OF LAKE CHARLES, INC. NORMAL LIFE OF LOUISIANA, INC. NORMAL LIFE OF SOUTHERN XXXXXXA, INC. RES-CARE FLORIDA, INC. EDUCARE COMMUNITY LIVING CORPORATION-AMERICA PSI HOLDINGS, INC. VOCA CORPORATION OF AMERICA VOCA RESIDENTAL SERVICES, INC. B.W.J. OPPORTUNITY CENTERS, INC. THE BANK CITADEL GROUP, INC. EDUCARE COMMUNITY LIVING CORPORATION-GULF COAST EDUCARE COMMUNITY LIVING CORPORATION-MISSOURI EDUCARE COMMUNITY LIVING CORPORATION-NEVADA EDUCARE COMMUNITY LIVING CORPORATION-NEW MEXICO EDUCARECOMMUNITY LIVING CORPORATION-NORTH CAROLINA EDUCARE COMMUNITY LIVING CORPORATION-TEXAS VOCA CORP. VOCA CORPORATION OF FLORIDA VOCA CORPORATION OF INDIANA VOCA CORPORATION OF MARYLAND VOCA CORPORATION OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKJERSEY VOCA CORPORATION OF NORTH CAROLINA VOCA CORPORATION OF OHIO VOCA CORPORATION OF WASHINGTON, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION D.C. VOCA CORPORATION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALWEST VIRGINIA, INC. By: /s/ Fxxxxxx X. Xxxx Name_____________________________________ L. Bryan Shaul Title: Fxxxxxx X. Xxxx IZUMIAssistant Treasurer THE ACADEMY FOR INDIVIDUAL XXXXXXXXXX, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL ALTERNATIVE YOUTH SERVICES, INC. CASTING TECHNOLOGY COMPANY RES-CARE AVIATION, INC. GENERAL HEALTH CORPORATION YOUTHTRACK, INC. EMPLOY-ABILITY UNLIMITED, INC. By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx _____________________________________ L. Bryan Shaul Title: Treasurer EDUCARE COMMUNITY LIVING LIMITED PARTXXXXXXX Xx: Community Alternatives Texas Partner, Inc. Its: General Partner By:_________________________________ L. Bryan Shaul Title: Assistant Treasurer NORMAL LIFE OF INDIANA By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Normal Life of Central Indiana, Inc. one of its General Partners By:_______________________________ L. Bryan Shaul Title: SecretaryAssistant Treasurer and By: Normal Lxxx xx Xxxxhern Indiana, Inc. the other General Partner By:_______________________________ L. Bryan Shaul Title: Assistant Treasurer VOCA OF INDIANA, LLX, x xxxxxxd liability company By:______________________________________ L. Bryan Shaul Title: Assistant Treasurer CREATIVE NETWORKS, LLC By:______________________________________ L. Bryan Shaul Title: Manager
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JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTTELETECH CUSTOMER CARE MANAGEMENT (COLORADO), WAIVELLC TELETECH STOCKTON, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx Xxxx X. Xxxx Name: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxxx, as Agent and as a Bank Xx. By: /s/ Dxxx Xxxx X. Xxxxxxx Xxxxx, Xx. Name: Dxxx Xxxx X. Xxxxxxx Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Title: Vice President BANK ONE INDIANASVP, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Global Finance Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKSVP, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK Global Finance TELETECH SERVICES CORPORATION TELETECH CUSTOMER CARE MANAGEMENT (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALWEST VIRGINIA), INC. By: /s/ Fxxxxxx Xxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx. Name: Fxxxxxx Xxxx X. Xxxxx, Xx. Name: Xxxx IZUMIX. Xxxxx, Xx. Title: SVP, Global Finance Title: SVP, Global Finance TELETECH GOVERNMENT SOLUTIONS, LLC TELETECH INTERNATIONAL HOLDINGS, INC. By: /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Title: Vice President AMCAST CASTING TECHNOLOGIESBoard of Managers Title: SVP, Global Finance Guarantor Acknowledgment and Agreement DIRECT ALLIANCE CORPORATION TELETECH LOAN SERVICES, LLC By: /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Title: SVP, Global Finance Title: VP / Director TELETECH@HOME, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESTELETECH SOUTH AMERICA HOLDINGS, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx Xxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer Xxxxx, Xx. By: /s/ Dxxxx Xxxx X. Xxxx Xxxxx, Xx. Name: Dxxxx Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Title: SecretarySVP, Global Finance Title: SVP, Global Finance ONDEMAND LLC ELOYALTY, LLC By: /s/ Xxxx X. Xxxxx, Xx. By: /s/ Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Name: Xxxx X. Xxxxx, Xx. Title: SVP, Global Finance Title: SVP, Global Finance Guarantor Acknowledgment and Agreement
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx By:/s/ Xxxx X. Xxxxx -------------------------------------- Xxxx Name: Fxxxxxx X. Xxxx Title: Vice Xxxxx, President and Chief Executive Officer KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx By:/s/ Xxxxxxxx X. Xxxxxxx Name: Dxxx Xxxx -------------------------------------- Xxxxxxxx X. Xxxxxxx Xxxx, Senior Vice President BANCA COMMERCIALE ITALIANA By:/s/ X. X. Xxxx -------------------------------------- Title: X.X. Xxxx, Vice President BANK ONE INDIANA, N.A. By: -------------------------------------- and /s/ Jxxxxxx Xxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Xxxxxxxx -------------------------------------- Title: Xxxxxx X. Xxxxxxxx, Vice President -------------------------------------- THE BANK OF NEW YORK By: /s/ Sxxxxxx Xxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Xxxxxxxxx, III -------------------------------------- Title: Xxxxxx X. Xxxxxxxxx, III -------------------------------------- Vice President FISTAR BANKUS Commercial Banking -------------------------------------- BANK ONE, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx NA By:/s/ Xxxxx X. Xxxxxxxx -------------------------------------- Title: AVP Xxxxx X. Xxxxxxxx -------------------------------------- Vice President and Portfolio Manager ------------------------------------- CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx (successor in interest to Caisse Nationale de Credit Agricole) By:/s/ Xxxxx Xxxxx -------------------------------------- Title: Xxxxx Xxxxx -------------------------------------- F.V.P. Head of Corporate Banking Chicago ------------------------------------- and /s/ Xxxxxxxxx X. Xxxxxx -------------------------------------- Title: Xxxxxxxxx X. Xxxxxx -------------------------------------- First Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. ------------------------------------- COMERICA BANK By: /s/ Nxxxxxxx Xxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx -------------------------------------- Title: Assistant Xxxxxxxx X. Xxxxxx, Account Officer -------------------------------------- CREDITO ITALIANO SPA By: /s/ H.P. Xxxxxx -------------------------------------- Title: H. P. Xxxxxx, First Vice President -------------------------------------- and /s/ Gainfranco Bisagni -------------------------------------- Title: Gainfranco Bisagni -------------------------------------- First Vice President ------------------------------------- ISTITUTO BANCARIO SAN PAOLO DI TORINO, SPA By: /s/ Xxxxxxx X. XxXxxxxx -------------------------------------- Title: Xxxxxxx X. XxXxxxxx -------------------------------------- First Vice President ------------------------------------- and /s/ Xxxxx Xxxxxxx -------------------------------------- Title: Xxxxxx Xxxxxxx -------------------------------------- NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. OF DAYTON By:/s/ Xxxx Xxxxxx Name: Nxxx X. Xxxxxx -------------------------------------- Title: Senior Xxxx Xxxxxx, Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary--------------------------------------
Appears in 1 contract
JURY TRIAL WAIVER. EACH U.S. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG U.S. BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG U.S. BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION 51 U.S. BORROWER: Address: 32000 Aurora Road ADVANCED LIGHTING Solon, Xxxx 00000 TECHNOLOGIES, INC. Xxxxxxxxx: Xxxxx Financial Officer By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx Steven C. Potts ------------------------------ Title: Vice President KEYBANK Chief Financial Officer --------------------------- AGENT AND THE BANKS: Address: PNC Bank, National Association PNC BANK, NATIONAL 2 PNC Plaza ASSOCIATION, as Agent and 620 Liberty Avenue, 18th Floor as a Bank Pittsburgx, XX 00000 Xxxxxxxxn: Richard Muse, Jr. By: /s/ Dxxx /x/ Xxxxxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Hoffman ------------------------------ Title: Vice President --------------------------- SOVEREIGN BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx James A. Bleakly, Jr. ------------------------------ Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President --------------------------- NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALCOMMERCIAL FINANCE, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Dennis Hatvany ------------------------------ Title: Vice President AMCAST CASTING --------------------------- SCHEDULE I ---------------------------------------------------------------------------- EXIM Revolving Credit Financial Commitment Commitment Institution Percentage Amount ----------------------------------- ------------------ --------------------- PNC Bank, National Association 50% $2,000,000 ----------------------------------- ------------------ --------------------- National City Commercial Finance, 25% $1,000,000 Inc. ----------------------------------- ------------------ --------------------- Sovereign Bank 25% $1,000,000 ----------------------------------- ------------------ --------------------- Total 100% $4,000,000 ----------------------------------- ------------------ --------------------- Maximum EXIM Revolving Credit $4,000,000 Commitment Amount ----------------------------------- ------------------ --------------------- EXHIBIT A REVOLVING EXIM CREDIT NOTE $_________ Cleveland, Ohio As of ____________, 2002 FOR VALUE RECEIVED, the undersigned, ADVANCED LIGHTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES("U.S. Borrower") promises to pay on the last day of the Commitment Period, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretaryas defined in the Credit Agreement (as hereinafter defined), to the order of ______________________ ("Bank") at the Main Office of PNC BANK, NATIONAL ASSOCIATION, as Agent, 2 PNC Plaza, 620 Liberty Avenue, Pittsburgh, PA 15222, the principal sum of
Appears in 1 contract
Samples: Export Credit Agreement (Advanced Lighting Technologies Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWER AND EACH GUARANTOR HEREBY LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOFBETWEEN BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANKLENDER'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBETWEEN BORROWER AND LENDER. Address: 8420 X.X. 00 Xxxxxxx, AGENT AND THE BANKS#000 AIRCRAFT SERVICE INTERNATIONAL Miamx, OR ANY THEREOFXxxxxxx 00000-0000 GROUP, INC. AMCAST INDUSTRIAL CORPORATION Attention: President By: /s/ Fxxxxxx X. Address: Key Center KEY CORPORATE CAPITAL INC. 127 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx Name00000-0000 Attention: Fxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank Structured Finance By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAEXHIBIT A REVOLVING CREDIT NOTE $10,000,000 New York, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKNew York April 2, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 231998 FOR VALUE RECEIVED, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing belowAIRCRAFT SERVICE INTERNATIONAL GROUP, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek"Borrower"), Inc.) AS INTERNATIONALpromises to pay, on the last day of the Commitment Period, as defined in the Credit and Security Agreement (as hereinafter defined), to the order of KEY CORPORATE CAPITAL INC. By: /s/ Fxxxxxx X. ("Lender") at its Main Office at 127 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx Name: Fxxxxxx X. Xxxx IZUMI00000-0000, INC. Title: Vice President AMCAST CASTING TECHNOLOGIESxx at such other place as Lender shall designate, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretarythe principal sum of TEN MILLION and 00/100 DOLLARS
Appears in 1 contract
Samples: First Amendment Agreement (Aircraft Service International Group Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWERS AND EACH GUARANTOR HEREBY BANK WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORBANK, OR ANY THEREOFOF THEM, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBORROWERS, AGENT AND THE BANKSBANK, OR ANY THEREOFOF THEM. AMCAST INDUSTRIAL CORPORATION Address: 0000 Xxxxxxxx Xxxxxxx XXXXXXXX XXXXXXXXXX XXXX., Xxxxxx, Xxxx 00000 a Delaware corporation Attn: -------------------- By: /s/ Fxxxxxx Xxxxx X. Xxxx Xxxxxx -------------------------------- Name: Fxxxxxx Xxxxx X. Xxxx Xxxxxx -------------------------------- Title: Vice President KEYBANK NATIONAL ASSOCIATIONChairman-CEO -------------------------------- And: -------------------------------- Name: -------------------------------- Title: -------------------------------- Address: 0000 Xxxxxxxx Xxxxxxx XXXXXX XXXXXXXXXXX Xxxxxx, as Agent and as a Bank Xxxx 00000 CORPORATION, an Ohio corporation Attn: -------------------- By: /s/ Dxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Name: Dxxx Xxxxx X. Xxxxxxx Xxxxxx -------------------------------- Title: Vice President BANK ONE INDIANAChairman-CEO -------------------------------- And: -------------------------------- Name: -------------------------------- Title: -------------------------------- Address: 0000 Xxxxxxxx Xxxx PEOPLES BANK, N.A. Mentor, Ohio 44060 Attn: -------------------- By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Xxx Xxxxx V.P. -------------------------------- Xxx Xxxxx, Vice President THE BANK EXHIBIT A LINE OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANKCREDIT NOTE $2,000,000.00 Cleveland, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Ohio ______________, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary1997
Appears in 1 contract
Samples: Credit and Security Agreement (Telecomm Industries Corp)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTBANKRUPTCY SERVICES LLC EPIQ SYSTEMS ACQUISITION, WAIVEINC. PXXXXXX-XXXXXXX CORPORATION HILSOFT, LIMITINC. FINANCIAL BALLOTING GROUP, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION LLC By: /s/ Fxxxxxx Exxxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxx Exxxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxxxx Secretary, as Agent Chief Financial Officer and as a Bank Treasurer By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Exxxxxxxx X. Xxxxxx Name: Nxxxxxxx Exxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23Secretary NOVARE, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONALNMATRIX, INC. By: /s/ Fxxxxxx Exxxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. Xxxxxx By: /s/ Mxxxxxx Exxxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxx Exxxxxxxx X. Xxxxxxx Title: Xxxxxx Exxxxxxxx X. Xxxxxx Treasurer and Secretary Executive Vice President and Chief Financial Officer EPIQ ADVISORY SERVICES, LLC By: /s/ Dxxxx Exxxxxxxx X. Xxxx Name: Dxxxx Xxxxxx Exxxxxxxx X. Xxxx Title: SecretaryXxxxxx Executive Vice President, Chief Financial Officer and Treasurer
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWER AND EACH GUARANTOR HEREBY LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOFBETWEEN BORROWER AND LENDER, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR ANY THE NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S LENDER’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY THE NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBETWEEN BORROWER AND LENDER. Address: 00000 X. Xxxxxxxxx Xx., AGENT AND Xxx. 000 THE BANKSJOINT CORP. Xxxxxxxxxx, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION Xxxxxxx 00000 Attention: Xxxxx X. Xxxx By: /s/ Fxxxxxx Xxxxx X. Xxxx Name: Fxxxxxx Xxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONChief Executive Officer Address: 0000 Xxxxxxxx Xxxx., as Agent and as a Bank ByXxx. 000 TOWER 7 PARTNERSHIP LLC Xxxxxxxx Xxx., Xxxx 00000 Attention: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANAXxxx X’Xxxxx, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INCEsq. By: /s/ Fxxxxxx Xxxxxx X. Xxxx XxXxxxx Name: Fxxxxxx Xxxxxx X. Xxxx IZUMI, INC. XxXxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESManager, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESTower 1 Partnership, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx LLC EXHIBIT A REVOLVING CREDIT NOTE $5,000,000 Cleveland, Ohio January __, 2016 FOR VALUE RECEIVED, the undersigned, THE JOINT CORP., a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryDelaware corporation (“Borrower”), promises to pay, on the last day of the Revolving Credit Commitment Period, as defined in the Credit and Security Agreement (as hereinafter defined), to the order of Tower 7 Partnership LLC, an Ohio limited liability company (“Lender”), at its office at 0000 Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxxx Xxxxxxx, Ohio 44124, or at such other place as Lender shall designate, the principal sum of FIVE MILLION 00/100 DOLLARS
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx XXXX X. XXXXX ------------------------------------- Xxxx Name: Fxxxxxx X. Xxxx Title: Vice Xxxxx, President and Chief Executive Officer KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx XXXXXXX X. XXXX ------------------------------------- Xxxxxxx NameX. Xxxx, Portfolio Manager BANCA COMMERCIALE ITALIANA By: Dxxx X. Xxxxxxx /s/ XXXXXXX XXXXXXXXX ------------------------------------- Title: Vice President BANK ONE INDIANA, N.A. By: ------------------------------------- and /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx TIZIANO GALLONETTO ------------------------------------- Title: Assistant Vice President ------------------------------------- THE BANK OF NEW YORK By: /s/ Sxxxxxx XXXXXX X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx XXXXXXXXX III ------------------------------------- Title: Vice President FISTAR BANKPresident, N.A. U.S. Commercial Banking ------------------------------------- BANK ONE, NA By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx XXXXXXX WITH ------------------------------------- Title: AVP Senior Vice President ------------------------------------- CREDIT AGRICOLE INDOSUEZ (successor in interest to Caisse Nationale de Credit Agricole) By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx ------------------------------------- Title: Vice President ------------------------------------- and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx ------------------------------------- Title: V.P./ Sr.Relationship Mgr. ------------------------------------- COMERICA BANK By: /s/ Nxxxxxxx XXXXXXXX X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx XXXXXX ------------------------------------- Title: Assistant Account Officer ------------------------------------- CREDITO ITALIANO SPA By: /s/ XXXXXXXXXXX X. XXXXX ------------------------------------- Title: First Vice President & Deputy Manager ------------------------------------- and /s/ XXXXXX X. XXXXX ------------------------------------- Title: Vice President ------------------------------------- SANPAOLO IMI, SPA By: /s/ XXXX XXXXXX ------------------------------------- Title: Vice President ------------------------------------- and /s/ XXXXX XXXXXXX ------------------------------------- Title: Designated Group Manager ------------------------------------- NATIONAL CITY BANK OF DAYTON By: /s/ XXXX X. XXXXXX ------------------------------------- Title: Vice President ------------------------------------- BANK ONE, MICHIGAN (successor in interest by merger to National City Bank of DaytonNBD Bank) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx XXXXXXX WITH ------------------------------------- Title: Senior Vice President ------------------------------------- THE SANWA BANK, LIMITED, CHICAGO BRANCH By: ------------------------------------- Title: ------------------------------------- FIRSTAR BANK, NATIONAL ASSOCIATION (fka STAR BANK, N.A.) By: /s/ XXXXXX X. XXXXXXX ------------------------------------- Title: Vice President ------------------------------------- GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Third Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinAgreement. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties Guaranty of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANAWHEELTEK, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx XXXXXXX X. Xxxx Name: Fxxxxxx XXXXX ------------------------------------- Xxxxxxx X. Xxxx IZUMIXxxxx, INC. Title: Vice President of each of the Companies listed above AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. INVESTMENT SERVICES CORPORATION By: /s/ Mxxxxxx XXXX X. Xxxxxxx a General Partner Name: Mxxxxxx XXXXX ------------------------------------- Xxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretaryXxxxx, President FOURTH AMENDMENT AGREEMENT This Fourth Amendment Agreement is made as of the 28th day of November, 1999, by and among AMCAST INDUSTRIAL CORPORATION, an Ohio corporation ("Borrower"), the banking institutions named in Schedule 1 to the Credit Agreement, as hereinafter defined ("Banks"), and KEYBANK NATIONAL ASSOCIATION, as agent for the Banks ("Agent"):
Appears in 1 contract
JURY TRIAL WAIVER. TO THE EXTENT PERMITTED BY LAW, EACH BORROWER, AGENT, THE BANKS AGENT AND EACH GUARANTOR HEREBY LENDER WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTORLENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTNN INTERNATIONAL B.V. /s/ Xxxxxxx X. Xxxxxx, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFXx. AMCAST INDUSTRIAL CORPORATION By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONXxxxx, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INCXx. Title: Vice President AMCAST CASTING TECHNOLOGIESManaging Director Address: c/o NN, INCInc. 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxx X, Xxxxx 00 Xxxxxxx Xxxx, Xxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxx, Xx. AMCAST INDUSTRIAL FINANCIAL SERVICESPhone: (000) 000-0000 Facsimile: (000) 000-0000 NN SLOVAKIA, INCS.R.O. /s/ Xxxxxxx X. Xxxxx, Xx. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx Xxxxxxx X. Xxxxxxx Xxxxx, Xx. Title: Treasurer ByExecutive Director Address: /s/ Dxxxx c/o NN, Inc. 0000 Xxxxxx Xxxx Xxxxx Xxxxxxxx X, Xxxxx 00 Xxxxxxx Xxxx, Xxxxxxxxx 00000 Attention: Xxxxxxx X. Xxxx NameXxxxx, Xx. Phone: Dxxxx X. Xxxx Title(000) 000-0000 Facsimile: Secretary(000) 000-0000
Appears in 1 contract
Samples: Credit Agreement (Nn Inc)
JURY TRIAL WAIVER. EACH BORROWER, AGENT, THE BANKS AGENT AND EACH GUARANTOR BANK, TO THE EXTENT PERMITTED BY LAW, HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECTExecuted and delivered as of the date first set forth above in Dayton, WAIVEOhio. Address: 0000 Xxxxxx Xxxxxx Xxxxxx, LIMITXX 00000 Attention: Xxxxx Xxxxxxxx Fax: (000) 000-0000 MTC TECHNOLOGIES, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENTINC., DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION a Delaware corporation By: /s/ Fxxxxxx X. Xxxx Xxxxxxx Xxxxxxxxx Name: Fxxxxxx X. Xxxx Xxxxxxx Xxxxxxxxx Title: Senior Vice President KEYBANK and Chief Financial Officer Address: 0000 Xxxxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxxx Xxxxxxxx Fax: (000) 000-0000 MTC TECHNOLOGIES, INC., an Ohio corporation By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Senior Vice President and Chief Financial Officer Address: 000 Xxxxxx Xxxxxx XXX. 00-0000 Xxxxxxxxx, Xxxx 00000 Attention: Capital Markets Division - Loan Syndications Fax: (000) 000-0000 NATIONAL ASSOCIATIONCITY BANK, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx Xxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx Xxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT Address: 000 Xxxx Xxxxxx Xxxxxx 00xx Xxxxx Xxxxxxx-Xxxxx, XX 00000 Attention: Xxxxxx Xxxx Fax: (000) 000-0000 BRANCH BANKNG AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated TRUST COMPANY, as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Syndication Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. as a Bank By: /s/ Fxxxxxx Xxxxxxx A. Bass Name: Xxxxxxx X. Xxxx Title: Senior Vice President Address: 00 Xxxxx Xxxx Xxxxxx Xxxxxx XX 00000 Attention: Xxxxxxx Xxxxxxxx Fax: (000) 000-0000 KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent and as a Bank By: /s/ R. Xxxxxxx Xxxxxxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. R. Xxxxxxx Xxxxxxxx Title: Vice President AMCAST CASTING TECHNOLOGIESAddress: 000 Xxxxx Xxxx Xxxxxx Xxxxxx, INC. AMCAST INDUSTRIAL FINANCIAL SERVICESXX 00000 Attention: Xxxxxxx Xxxxx Fax: (000) 000-0000 FIFTH THIRD BANK, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. as Co-Documentation Agent and as a Bank ` By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Xxxxx Name: Mxxxxxx X. Xxxxxxx Xxxxx Title: Treasurer Assistant Vice President Address: 00 Xxxxx Xxxx Xxxxxx Xxxxxx, XX 00000 Attention: Xxxx Xxxxxxxxx Fax: (000) 000-0000 JPMORGAN CHASE BANK, N.A. By: /s/ Dxxxx Xxxx X. Xxxx Xxxxxxxxxx Name: Dxxxx Xxxx X. Xxxx Xxxxxxxxxx Title: SecretarySenior Vice President Address: 0000 Xxxxxx Xxxxxx Xxxxx Xxxxx 000 Xxxx Xxxxxxx, OH 45069 Attention: Xxxxxx X. Xxxxx Fax: (000) 000-0000 COMERICA BANK By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: First Vice President Address: 000 Xxxx Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000 Attention: Xxxxxxxx XxXxxxx Fax: (000) 000-0000 PNC BANK, N.A. By: /s/ Xxxxxxxxxxx X. Xxxxxxxx Name: Xxxxxxxxxxx X. Xxxxxxxx
Appears in 1 contract
Samples: Credit and Security Agreement (MTC Technologies Inc)
JURY TRIAL WAIVER. BORROWER, AGENT, AGENT AND EACH OF THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A a JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, AGENT AND THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOF. Address: 0000 Xxxxxxxxxx Xxxxxxx Xxxxx AMCAST INDUSTRIAL CORPORATION By------------------------------ Xxxxxx, XX 00000 ------------------------------ By /s/ Xxxx X. Xxxxx ---------------------------- Xxxx X. Xxxxx, President and Chief Executive Officer and ---------------------------- ---------------------------- Address: Key Center KEYBANK NATIONAL ASSOCIATION, 000 Xxxxxx Xxxxxx as Agent and as a Bank Xxxxxxxxx, Xxxx 00000-0000 Attention: Large Corporate By /s/ Fxxxxxx Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx Banking Division ---------------------------- Banking Division Xxxxxxx X. Xxxx Title: Xxxxxxx, Assistant Vice President SCHEDULE 1 COMMITMENT BANKING INSTITUTIONS PERCENTAGE MAXIMUM AMOUNT ---------------------------------- ---------------- ----------------- KeyBank National Association 100% $200,000,000 Total Commitment Amount 100% $200,000,000 FIRST AMENDMENT AGREEMENT This First Amendment Agreement is made as of the 7th day of October, 1997, by and among AMCAST INDUSTRIAL CORPORATION, an Ohio corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION, as Agent ("Agent") and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK the banking institutions named in Schedule 1 attached thereto (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary"Banks"):
Appears in 1 contract
JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS BORROWERS AND BANK EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, BETWEEN BANK AND BORROWERS ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG BETWEEN THEM IN CONNECTION WITH THIS CREDIT AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER WARNING SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ' S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERBANK AND BORROWERS. Address: 25425 Center Ridge Road THE CLEVELAND INDIANS BASEBALL Westxxxx, AGENT AND THE BANKSXxxx 00000 COMPANY LIMITED PARTNERSHIP CLEVELAND BASEBALL CORPORATION, OR ANY THEREOF. AMCAST INDUSTRIAL CORPORATION its General Partner By: /s/ Fxxxxxx Richxxx X. Xxxxxx -------------------------------- Richxxx X. Xxxxxx, Xxesident BALLPARK MANAGEMENT COMPANY By: /s/ Richxxx X. Xxxxxx -------------------------------- Richxxx X. Xxxxxx, Xxesident Address: 127 Xxxxxx Xxxxxx XXXXXXX XXXXXXXX XXXX Xxxxxxxxx, Xxxx Name00000 By: Fxxxxxx /s/ Davix X. Xxxx TitleXxxxxxx -------------------------------- Its: Vice President KEYBANK NATIONAL ASSOCIATION, as Agent and as a Bank By: /s/ Dxxx X. Xxxxxxx Name: Dxxx X. Xxxxxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK -------------------------------- AMENDMENT TO LOAN AGREEMENT (successor in interest to National City Bank of Dayton"AMENDMENT") By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth therein. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL, INC. By: /s/ Fxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: Secretary---------------------------
Appears in 1 contract
Samples: Credit Agreement (Cleveland Indians Baseball Co Inc)
JURY TRIAL WAIVER. BORROWERTHE UNDERSIGNED, AGENTTO THE EXTENT PERMITTED BY LAW, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERBORROWERS, AGENT, THE BANKS, EACH GUARANTORLENDERS AND THE UNDERSIGNED, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT AMENDMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT AND THE BANKS, OR ANY THEREOFCINTAS CORPORATION CINTAS CORPORATION NO. AMCAST INDUSTRIAL CORPORATION 3 By: /s/ Fxxxxxx /s/Xxxxxxx X. Xxxx By: /s/Xxxxxxx X. Xxxx Name: Fxxxxxx Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President KEYBANK NATIONAL ASSOCIATIONSr. VP & Chief Financial Officer Title: Sr. VP & Chief Financial Officer CINTAS CORP. NO. 8, as Agent and as a Bank INC. CINTAS – RUS, L.P. By: /s/ Dxxx Cintas Corp. No. 8, Inc., its general partner By: /s/Xxxxxxx X. Xxxx By: /s/Xxxxxxx X. Xxxx Name: Dxxx Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President BANK ONE INDIANA, N.A. By: /s/ Jxxxxxx X. Xxxxxxxxx Name: Jxxxxxx X. Xxxxxxxxx Sr. VP & Chief Financial Officer Title: Vice President THE BANK OF NEW YORK By: /s/ Sxxxxxx X. Xxxxxxx Name: Sxxxxxx X. Xxxxxxx Title: Vice President FISTAR BANK, N.A. By: /s/ Gxxx Xxxxxx Name: Gxxx Xxxxxx Title: AVP CREDIT AGRICOLE INDOSUEZ By: /s/ Lxxxx Xxxxxx Name: Lxxxx Xxxxxx Title: Vice President and /s/ Pxxx X. Xxxxxxx Name: Pxxx X. Xxxxxxx Title: V.P./ Sr.Relationship Mgr. COMERICA BANK By: /s/ Nxxxxxxx X. Xxxxxx Name: Nxxxxxxx X. Xxxxxx Title: Assistant Vice President NATIONAL CITY BANK (successor in interest to National City Bank of Dayton) By: /s/ Nxxx X. Xxxxxx Name: Nxxx X. Xxxxxx Title: Senior Vice President GUARANTOR ACKNOWLEDGMENT AND AGREEMENT Each of the undersigned consents and agrees to and acknowledges the terms of the foregoing First Amendment Agreement dated as of July 23, 2001VP & Chief Financial Officer CINTAS CORP. Each of the undersigned specifically acknowledges the terms of and consent to the waivers set forth thereinNO. Each of the undersigned further agrees that the obligations of each of the undersigned pursuant to the Guaranties of Payment of Debt executed by each of the undersigned shall remain in full force and effect and be unaffected hereby. Each of the undersigned, by signing below, hereby waives and releases Agent and each of the Banks and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any of the undersigned is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto. JURY TRIAL WAIVER. BORROWER, AGENT, THE BANKS AND EACH GUARANTOR HEREBY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT, THE BANKS, EACH GUARANTOR, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER, AGENT, THE BANKS AND GUARANTORS, OR ANY THEREOF. ELKHART PRODUCTS CORPORATION AMCAST INVESTMENT SERVICES AMCAST AUTOMOTIVE OF INDIANA, CORPORATION INC. (fka Wheeltek, Inc.) AS INTERNATIONAL15, INC. By: /s/ Fxxxxxx /s/Xxxxxxx X. Xxxx Name: Fxxxxxx X. Xxxx IZUMI, INC. Title: Vice President AMCAST CASTING TECHNOLOGIES, INC. AMCAST INDUSTRIAL FINANCIAL SERVICES, INC. CASTING TECHNOLOGY COMPANY By: Amcast Casting Technologies,Inc. By: /s/ Mxxxxxx X. Xxxxxxx a General Partner Name: Mxxxxxx X. Xxxxxxx Title: Treasurer By: /s/ Dxxxx X. Xxxx Name: Dxxxx X. Xxxx Title: SecretarySr. VP & Chief Financial Officer Guarantor Acknowledgment and Agreement
Appears in 1 contract
