LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 31, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”), DYNEGY INC. (the “Parent Guarantor”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Dynegy Holdings Inc)
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS: Exhibit A-1 – JPMC A - Assignment and Assumption Exhibit B - Commitments and Domestic LIBOR Lending Offices Exhibit C-1 - Equity Interests Owners and Equity Interests Properties Exhibit C-2 - Distributions Interests Owners and Distributions Interests Properties Exhibit C-3 - Additional Interests Owners and Additional Interests Properties Exhibit D - Compliance Certificate Exhibit E - Instruction Letter Exhibit F - Guaranty Exhibit G - [Intentionally Omitted] Exhibit H - Note Exhibit I - Secretary’s Certificate Borrower Exhibit J - Secretary’s Certificate Guarantor Exhibit K - Secretary’s Certificate Assignor Exhibit L - [Intentionally Omitted] Exhibit M - Form of Letter Notice of Credit Application Conversion Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans N - [Intentionally Omitted] SCHEDULES: Schedule 1 – Lenders’ Commitment Amount 4.4 - Subsidiaries (including Subsidiary Guarantors) Schedule 2 – 4.5 - Litigation Schedule 3 – 4.12 - Plans Schedule 4.21 - List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT Unencumbered Assets SECURED TERM LOAN AGREEMENT, dated as of October 31September 29, 20052003, by and among DYNEGY HOLDINGS NEW PLAN EXCEL REALTY TRUST, INC., a Delaware Maryland corporation (the “Borrower”), DYNEGY INC. each lender party hereto or which becomes a “Lender” pursuant to the provisions of Section 11.7 (each a “Lender” and, collectively, the “Parent GuarantorLenders”), the SUBSIDIARY GUARANTORS party hereto and FLEET NATIONAL BANK (the “GuarantorsFNB”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC A Form of Letter of Credit Application Revolver Note Exhibit A-2 – Citibank C Form of Letter Notice of Credit Application Conversion/Continuation Exhibit B-1 – JPMC D Form of Standard Letter Notice of Credit Borrowing Exhibit B-2 – Citibank E Form of Standard Letter of Credit Compliance Certificate Exhibit C – G Form of Assignment and Acceptance Exhibit D-1 – H Form of XX Xxxx Collateral Account Agreement Notice Exhibit D-2 – I Letter of Credit Request Exhibit J Portfolio Interest Exemption Certificate Exhibit K Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary Borrowing Base Certificate Schedule 8.3 Listing of Terms All Deposit Accounts Schedule 9.1.4 Capital Structure of Borrowers Schedule 9.1.5 Corporate Names Schedule 9.1.6 Borrowers’ Business Locations Schedule 9.1.13 Tax Identification Numbers of Borrowers and Conditions for Backstop Facility Term Loans Subsidiaries Schedule 1 – Lenders’ Commitment Amount Schedule 2 – 9.1.18 Litigation Schedule 3 – List of Continuing Letters of Credit 9.1.21 Pension Plans Schedule 9.1.22 Labor Contracts Schedule 10.2.5 Permitted Liens SECOND AMENDED AND RESTATED CREDIT LOAN AND SECURITY AGREEMENT dated THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is made on August 1, 2007, by and among INSIGHT HEALTH CORP. (in its capacity as Borrower and in its capacity as the representative of October 31the other Borrowers pursuant to Section 4.4, 2005, among DYNEGY HOLDINGS INC.“IHC”), a Delaware corporation corporation; those affiliates of IHC listed on the signature pages hereof (the IHC, together with each of such affiliates and certain other wholly-owned domestic Subsidiaries of InSight Health that may from time to time be added as borrowers hereunder in accordance with Section 4.6 of this Agreement, being referred to collectively as “Borrowers” and individually as a “Borrower”); the various financial institutions listed on the signature pages hereof (together with their respective successors and permitted assigns, DYNEGY INC. (the “Parent GuarantorLenders”); and BANK OF AMERICA, N.A., a national bank (“BofA”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective its capacity as an issuer of collateral and administrative agent for the Letters of Credit under this Agreement Lenders pursuant to Section 13 (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC. Capitalized terms used in this Agreement have the meanings assigned to them in Section 1., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Insight Health Services Holdings Corp)
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS: Exhibit A-1 – JPMC A - Assignment and Assumption Exhibit B - Commitments and Domestic LIBOR Lending Offices Exhibit C-1 - Equity Interests Owners and Equity Interests Properties Exhibit C-2 - Distributions Interests Owners and Distributions Interests Properties Exhibit C-3 - Additional Interests Owners and Additional Interests Properties Exhibit D - Compliance Certificate Exhibit E - Instruction Letter Exhibit F - Guaranty Exhibit G - [Intentionally Omitted] Exhibit H - Note Exhibit I - Secretary’s Certificate Borrower Exhibit J - Secretary’s Certificate Guarantor Exhibit K - Secretary’s Certificate Assignor Exhibit L - [Intentionally Omitted] Exhibit M - Form of Letter Notice of Credit Application Conversion Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans N - [Intentionally Omitted] SCHEDULES: Schedule 1 – Lenders’ Commitment Amount 4.4 - Subsidiaries (including Subsidiary Guarantors) Schedule 2 – 4.5 - Litigation Schedule 3 – 4.12 - Plans Schedule 4.21 - List of Continuing Letters of Credit SECOND Unencumbered Assets FIRST AMENDED AND RESTATED CREDIT AGREEMENT SECURED TERM LOAN AGREEMENT, dated as of October 31June 29, 20052004, by and among DYNEGY HOLDINGS NEW PLAN EXCEL REALTY TRUST, INC., a Delaware Maryland corporation (the “Borrower”), DYNEGY INC. each lender party hereto or which becomes a “Lender” pursuant to the provisions of Section 11.7 (each a “Lender” and, collectively, the “Parent GuarantorLenders”), the SUBSIDIARY GUARANTORS party hereto and BANK OF AMERICA, N.A. (the “GuarantorsBank of America”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Administrative Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
Samples: Secured Term Loan Agreement (New Plan Excel Realty Trust Inc)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – A Form of Assignment and Acceptance Exhibit D-1 – B Form of XX Xxxx Collateral Account Assignment Notice Exhibit C Form of Borrowing Base Certificate Exhibit D Form of Compliance Certificate Exhibit E Form of Notice of Borrowing Exhibit F Form of Notice of Conversion/Continuation Exhibit G Form of Secured Bank Products Provider Agreement Exhibit D-2 – 2.1.2 Form of Revolving Loan Cash Collateral Account Agreement Revolver Note Exhibit E – Summary 2.2.2 Form of Terms Term Note Exhibit 6.1(g) Form of Solvency Certificate Schedule 1.1 Commitments of Lenders Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Conditions for Backstop Facility Term Loans Capital Structure Schedule 1 – Lenders’ Commitment Amount 9.1.5 Owned Real Estate Schedule 2 – 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.2 Existing Liens Schedule 10.2.5 Existing Investments Schedule 10.2.16 Existing Affiliate Transactions Schedule 14.3.1 Notice Addresses LOAN AND RESTATED CREDIT SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of October 31July 18, 20052019, among DYNEGY HOLDINGS VINTAGE WINE ESTATES, INC., a Delaware California corporation (the “BorrowerBorrower Agent”), DYNEGY INC. each Subsidiary of Borrower Agent party to this Agreement from time to time (the together with Borrower Agent, each a “Parent GuarantorBorrower” and, collectively, “Borrowers”), the SUBSIDIARY GUARANTORS financial institutions party hereto to this Agreement from time to time as lenders (the collectively, “GuarantorsLenders”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer BANK OF THE WEST (“Bank of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing BankWest”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment collateral agent for the Issuing Banks and the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), Bank of the West and City National Bank, as joint lead arrangers (in such capacity, together with their successors and assigns in such capacity, the “Payment AgentJoint Lead Arranger”), JPMORGAN CHASE BANKBank of the West, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below book runner (in such capacity, together with its successors and assigns in such capacity, the “LC Collateral AgentBook Runner”), and CITICORP USABank of the West, INC., in its capacity as collateral syndication agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors and assigns in such capacity, “Syndication Agent”), and Bank of the West as documentation agent (in such capacity, together with its successors and assigns in such capacity, the “Revolving Loan Collateral Documentation Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
Samples: Loan and Security Agreement (Bespoke Capital Acquisition Corp)
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application A Assignment Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit B Assignment Notice Exhibit C – Form of Assignment and Acceptance Compliance Certificate Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement D U.S. Tax Compliance Certificate Exhibit E – Summary Notice of Terms and Conditions for Backstop Facility Term Loans Borrowing Schedule 1 – Lenders’ Commitment Amount 1.1 Revolver Commitments of Lenders Schedule 2 – Litigation Schedule 3 – List of Continuing 2.3 Existing Letters of Credit SECOND AMENDED Schedule 7.5.1 Commercial Tort Claims Schedule 9.1.4 Names and Capital Structure Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.7 Certain Intercompany Debt Subordination Terms LOAN, GUARANTY AND RESTATED CREDIT SECURITY AGREEMENT THIS LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of October 31June 23, 20052015 among GUESS?, among DYNEGY HOLDINGS INC., a Delaware corporation (the "Parent"), GUESS? RETAIL, INC., a Delaware corporation (“BorrowerRetail”), DYNEGY INC. GUESS.COX, XXX., a Delaware corporation (“Com”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the “Parent GuarantorU.S. Borrowers”), GUESS? CANADA CORPORATION, a company amalgamated under the SUBSIDIARY GUARANTORS laws of the province of Nova Scotia, Canada (“Guess Canada”; together with each party hereto that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and certain Subsidiaries of Parent party to this Agreement as guarantor (each, a “Guarantor” and collectively, the “Guarantors”), CITIBANKthe financial institutions party to this Agreement from time to time as Lenders, N.A. and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., each in their respective capacity a national banking association, as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks Lenders and solely with respect to the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers loan servicing requirements of the Letter Canadian Borrowers, Bank of Credit facility described herein America- Canada Branch, or in each case, its successor appointed pursuant to Section 13.8.1 (in such capacity, together with its successors in such capacity, each a “Co-Arranger”"Agent"), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. Exhibit A-1 – JPMC Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit EXHIBIT A - LEGAL DESCRIPTION OF PROJECT EXHIBIT B - RESERVED EXHIBIT C – Form of Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit - RESERVED EXHIBIT D - FORM OF ASSIGNMENT AND ACCEPTANCE EXHIBIT E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND - FORM OF NOTICE OF CONVERSION/CONTINUATION SCHEDULE 1(a) - COMMITMENTS SCHEDULE 1(b) - MINIMUM SALES PRICE SCHEDULE SCHEDULE 1(c) - UNIT RELEASE SCHEDULE SCHEDULE 2.1 - ADVANCE AND CONSTRUCTION COMPLETION CONDITIONS SCHEDULE 2.4(1) - WIRE INSTRUCTIONS SCHEDULE 7.3 - LITIGATION SCHEDULE 7.23 - PROJECT BUDGET SCHEDULE 7.27 - ORGANIZATIONAL CHART SCHEDULE 7.30 - LIST OF MORTGAGE LOAN DOCUMENTS AMENDED AND RESTATED CREDIT MEZZANINE LOAN AGREEMENT dated This Amended and Restated Mezzanine Loan Agreement (this “Agreement”) is entered into as of October 31November 25, 20052008 among 1100 WEST HOLDINGS, among DYNEGY HOLDINGS INC.LLC, a limited liability company duly organized and validly existing under the laws of the State of Delaware corporation (the “Borrower”); each of the lenders that is a signatory hereto identified under the caption “LENDERS” on the signature pages hereof and each lender that becomes a “Lender” after the date hereof pursuant to Section 12.24(2) (individually, DYNEGY INC. (a “Lender” and, collectively, the “Parent GuarantorLenders”); and EUROHYPO AG, NEW YORK BRANCH (“Eurohypo”), the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Administrative Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
Appears in 1 contract
LIST OF EXHIBITS AND SCHEDULES. EXHIBITS Exhibit A-1 – JPMC A - Form of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Exhibit C – B - Form of Assignment and Acceptance Exhibit D-1 – C - Form of XX Xxxx Collateral Account Borrower Security Agreement Exhibit D-2 – D - Form of Borrowing Base Certificate Exhibit E - Form of Guaranty Exhibit F - Form of Notice of Borrowing Exhibit G - Form of Notice of Continuation/Conversion Exhibit H - Form of Pledge Agreement Exhibit I - Form of Revolving Loan Cash Collateral Account Note Exhibit J - Form of Subsidiary Security Agreement Exhibit E – Summary K - Form of Terms and Conditions for Backstop Facility Term Loans Note Exhibit L - Form of Compliance Certificate Exhibit M-1 Opinion of XxXxxxxxx, Will & Xxxxx Exhibit M-2 Opinion of Xxxxx Husband SCHEDULES Schedule 1 – Lenders’ Commitment Amount I - Commitments Schedule 2 – Litigation II - Disclosure Schedule 3 – List of Continuing Schedule 1.1A - Pre-Existing Letters of Credit SECOND AMENDED AND RESTATED Schedule 1.1B - Schedule of Real Property Schedule 4.1.3 - Term Loan Amortization Schedule 13.3 - Agent's Payment Office; Lending Offices; Notice Addresses CREDIT AGREEMENT dated THIS CREDIT AGREEMENT (the "Agreement") is made as of October 31this 31st day of December, 2005, 1996 by and among DYNEGY HOLDINGS INC.XXXXXXXXX-CECO CORPORATION, a Delaware corporation (the “"Borrower”), DYNEGY INC. (the “Parent Guarantor”"), the SUBSIDIARY GUARANTORS party various financial institutions as are or may hereafter become parties hereto (collectively, the “Guarantors”"Lenders" and individually each, a "Lender") and BANK OF AMERICA ILLINOIS ("BAI"), CITIBANK, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment "Agent”"), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
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LIST OF EXHIBITS AND SCHEDULES. 16.1 List of Exhibits The following Exhibits are incorporated into this Agreement as if set forth fully in the body of this Agreement: Exhibit A-1 – JPMC Form A Grandfathered Collateral Exhibit B Sample Computation of Letter of Credit Application Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit Breakage Fee Exhibit C – Form of Compliance Certificate Exhibit D Existing Indebtedness Exhibit E Existing Investments in Affiliates Exhibit F Assignment and Acceptance Exhibit D-1 – Form of XX Xxxx Collateral Account Schedule A Addresses for Notices IN WITNESS WHEREOF, this Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement Exhibit E – Summary of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated has been executed as of October 31the date first above written. BORROWER: UDC HOMES, 2005, among DYNEGY HOLDINGS INC., a Delaware corporation (the “Borrower”)By: /s/ Kenda B. Gonzales ----------------------------------- Name: Kenda B. Gonzales Title: Senior Executive Vice President Witnessed by: ------------------------- 123 BOAZ: BANK ONE, DYNEGY INC. (the “Parent Guarantor”)ARIZONA, the SUBSIDIARY GUARANTORS party hereto (the “Guarantors”)NA, CITIBANKa national banking association, N.A. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity individually as a co-administrative agent for the Issuing Banks Bank and the LC Lenders (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger Agent, as resigning Co-Agent, and as the Administrative Agent under the Original Loan Agreement By: /s/ Rhonda R. Williams ----------------------------------- Name: Rhonda R. Williams Title: Vice President Pro Rata Interest: $60,000,000 35.2941177% Witnessed by: ------------------------- WELLS FARGO WELLS FARGO BANK, NXXXXXAL ASSOCIATION, a national banking association, as one of the Revolving Loan facility described herein (in such capacityBanks By: /s/ John W. McKinny ----------------------------------- Name: John W. McKinny Title: Vice President Pro Rata Interest: $40,000,000 23.5294118% Witnessed by: ------------------------- GUARANTY FEDERAL: GUARANTY FEDERAL BANK, together with its successors in such capacityF.S.B., a federal savings bank, as one of the “Revolving Loan Sole Arranger” Banks and collectively with as the Co-ArrangersAgent By: /s/ Richard V. Thompson ----------------------------------- Name: Richard V. Thompson Title: Vice President Pro Rata Interest: $30,000,000 17.6470588% Witnessed by: ------------------------- 124 BOA: BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, as one of the Banks By: /s/ Diana N. Parris ----------------------------------- Name: Diana N. Parris Title: Vice President Pro Rata Interest: $30,000,000 17.6470588% Witnessed by: ------------------------- NORWEST: NORWEST BANK ARIZONA, NATIONAL ASSOCIATION, a national banking association, as one of the Banks By: /s/ E. Kevin Kosan ----------------------------------- Name: E. Kevin Kosan Title: Vice President Pro Rata Interest: $10,000,000 5.8823529% Witnessed by: ------------------------- STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by Kenda B. Gonzales, the “Arrangers”), CITICORP USASenior Xxxxxxxxx Xxxx Xresident of UDC HOMES, INC., in its capacity a Delaware corporation, on behalf of the corporation. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at ------------------------- ---------------- 125 STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by Rhonda R. Williams, Vice Presixxxx xx XXXX XXX, ARIZONA, NA, a national banking association, on behalf of the association. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at -------------------------- ---------------- STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by John W. McKinny, Vice Presidenx xx XXXXX XXXXO BANK, NATIONAL ASSXXXXXION, a national banking association, on behalf of the association. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at -------------------------- ---------------- STATE OF TEXAS ) ) ss. County of __________ ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by Richard V. Thompson, Vice Presxxxxx xx XXXXXXXX FEDERAL BANK, F.S.B., a federal savings bank, on behalf of the bank. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at -------------------------- ---------------- 126 STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by Diana N. Parris, Vice Presidexx xx XXXX XX XMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national banking association, on behalf of the association. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at -------------------------- ---------------- STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instrument was acknowledged before me this 30th day of April, 1997, by E. Kevin Kosan, Vice President of XXXXXXX XXXK ARIZONA, NATIONAL ASSOCIATION, a national banking association, on behalf of the association. --------------------------- My Commission Expires: NOTARY PUBLIC Residing at -------------------------- ---------------- 127 EXHIBIT A LIST OF GRANDFATHERED COLLATERAL EXHIBIT B SAMPLE BREAKAGE FEE COMPUTATION EXHIBIT C COMPLIANCE CERTIFICATE TO: THE BANK PARTIES TO THE LOAN AGREEMENT DESCRIBED BELOW This Compliance Certificate is furnished pursuant to that certain Amended and Restated Revolving Line of Credit Loan Agreement (Borrowing Base) dated as payment agent for the Issuing Banks and the Lenders of ________, 1997 (in such capacityas amended, together with its successors in such capacitymodified, renewed or extended from time to time, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA"Loan Agreement") among UDC HOMES, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacityBorrower, together with its successors in such capacityBANK ONE, the “Revolving Loan Collateral ARIZONA, NA, as Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders various Banks party hereto.thereto. Unless otherwise defined in this Compliance Certificate, capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the Loan Agreement. THE UNDERSIGNED HEREBY CERTIFIES THE FOLLOWING TO THE AGENT AND THE BANKS:
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Samples: Loan Agreement (Udc Homes Inc)
LIST OF EXHIBITS AND SCHEDULES. Schedule 1.1 Revolver Commitments of Lenders Schedule 1.1K Key Performance Indicator Targets Schedule 7.5.1 Commercial Tort Claims omitted Schedule 9.1.4 Names and Capital Structure omitted Schedule 9.1.18 Pension Plans omitted Schedule 9.1.20 Labor Contracts omitted Schedule 10.2.1(u) Unsecured Debt omitted Schedule 10.2.7 Certain Intercompany Debt Subordination Terms omitted Exhibit A-1 – JPMC Form of Letter of Credit Application A Assignment omitted Exhibit A-2 – Citibank Form of Letter of Credit Application Exhibit B-1 – JPMC Form of Standard Letter of Credit Exhibit B-2 – Citibank Form of Standard Letter of Credit B Assignment Notice omitted Exhibit C – Form of Assignment and Acceptance Compliance Certificate omitted Exhibit D-1 – Form of XX Xxxx Collateral Account Agreement Exhibit D-2 – Form of Revolving Loan Cash Collateral Account Agreement D U.S. Tax Compliance Certificate omitted Exhibit E – Summary Notice of Terms and Conditions for Backstop Facility Term Loans Schedule 1 – Lenders’ Commitment Amount Schedule 2 – Litigation Schedule 3 – List of Continuing Letters of Credit SECOND Borrowing omitted AMENDED AND RESTATED CREDIT LOAN, GUARANTY AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN, GUARANTY AND SECURITY AGREEMENT is dated as of October 31December 20, 20052022 by and among GUESS?, among DYNEGY HOLDINGS INC., a Delaware corporation (the “BorrowerParent”), DYNEGY GUESS? RETAIL, INC. ., a Delaware corporation (the “Parent GuarantorRetail”), XXXXX.XXX, INC., a Delaware corporation (“Com”; and together with Parent, Retail and any party that joins this Agreement as a “U.S. Borrower” pursuant to Section 10.1.9(a), each a “U.S. Borrower” and collectively, the SUBSIDIARY GUARANTORS “U.S. Borrowers”), GUESS? CANADA CORPORATION, a company amalgamated under the laws of the province of Nova Scotia, Canada (“Guess Canada”; together with each party hereto that joins this Agreement as a “Canadian Borrower” pursuant to Section 10.1.9(a), each a “Canadian Borrower” and collectively, the “Canadian Borrowers”; and together with U.S. Borrowers, each a “Borrower” and collectively, the “Borrowers”), Parent and certain Subsidiaries of Parent party to this Agreement as guarantor (each, a “Guarantor” and collectively, the “Guarantors”), CITIBANKthe financial institutions party to this Agreement from time to time as Lenders, N.A. and JPMORGAN CHASE BANKBANK OF AMERICA, N.A., each in their respective capacity a national banking association, as an issuer of the Letters of Credit under this Agreement (in such capacity, together with its successors in such capacity, each an “Issuing Bank”), CITICORP USA, INC. and JPMORGAN CHASE BANK, N.A., each in their respective capacity as a co-administrative agent for the Issuing Banks Lenders and solely with respect to the LC Lenders loan servicing requirements of the Canadian Borrowers, Bank of America-Canada Branch, or in each case, its successor appointed pursuant to Section 13.8.1 (in such capacity, together with its successors in such capacity, each a “Co-Administrative Agent”), CITICORP USA, INC., in its capacity as administrative agent for the Revolving Loan Lenders (in such capacity, together with its successors in such capacity, the “Revolving Loan Administrative Agent” and collectively with the Co-Administrative Agents, the “Administrative Agents”), CITIGROUP GLOBAL MARKETS, INC., and X.X. XXXXXX SECURITIES, INC., each in its respective capacities as co-arrangers of the Letter of Credit facility described herein (in such capacity, together with its successors in such capacity, each a “Co-Arranger”), CITIGROUP GLOBAL MARKETS, INC., in its capacity as the sole arranger of the Revolving Loan facility described herein (in such capacity, together with its successors in such capacity, the “Revolving Loan Sole Arranger” and collectively with the Co-Arrangers, the “Arrangers”), CITICORP USA, INC., in its capacity as payment agent for the Issuing Banks and the Lenders (in such capacity, together with its successors in such capacity, the “Payment Agent”), JPMORGAN CHASE BANK, N.A., in its capacity as collateral agent for the LC Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “LC Collateral Agent”), and CITICORP USA, INC., in its capacity as collateral agent for the Revolving Loan Secured Parties referred to below (in such capacity, together with its successors in such capacity, the “Revolving Loan Collateral Agent” and collectively with the LC Collateral Agent, the “Collateral Agents”), and the Lenders party hereto.
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