Recitals of Fact. A.NLIC is a stock corporation duly organized and existing under the laws of the State of Ohio, having been originally incorporated on March 21, 1929, and has on the date hereof authorized capital stock consisting of 5,000,000 shares of common stock of the par value of $1.00 per share, of which, on the date hereof, 3,814,779 shares of common stock are issued and outstanding, all of which shares are owned legally and beneficially by Nationwide Financial Services, Inc. ("NFS"), a Delaware corporation. NLICA is a stock corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, having been originally incorporated as the Provident Life and Trust Company of Philadelphia on March 22, 1865, and has on the date hereof authorized capital stock consisting of 10,000,000 shares of common stock of the par value of $1 MO per share, all of which on the date hereof are issued and outstanding, all of which shares are owned legally and beneficially by NFS.
Recitals of Fact. A. NLAIC is a stock corporation duly organized and existing under the laws of the State of Ohio, having been originally incorporated as Nationwide Variable Life Insurance Company on February 9, 1981, and has on the date hereof authorized capital stock consisting of 66,000 shares of common stock of the par value of $40.00 per share, of which, on the date hereof, all of such shares of common stock are issued and outstanding, all of which shares are owned legally and beneficially by Nationwide Life Insurance Company ("NLIC"), an Ohio stock insurance company.
Recitals of Fact. In 2010, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for purchase cards, letters of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum of Twenty Million and NO/100 Dollars ($20,000,000.00) and the Bank made such loan. In 2011, Borrower requested that the Bank commit to make loans and advances to it on a master revolving credit basis, for letters of credit and other forms of lending, in an amount not to exceed at any one time outstanding the principal sum of Twenty Five Million and NO/100 Dollars ($25,000,000.00) and the Bank made such loan, which replaced the 2010 Twenty Million and NO/100 Dollars ($20,000,000.00) loan. In 2012, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2013, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2014, Borrower requested that the Bank extend the maturity date of the Twenty Five Million and NO/100 Dollars ($25,000,000.00) loan, and the Bank agreed to do so. In 2015, Borrower requested that the Bank increase the Loan from Twenty Five Million and NO/100 Dollars ($25,000,000.00) to Thirty Million and NO/100 Dollars ($30,000,000.00) and further extend the maturity date of the existing loan, and the Bank agreed to do so. In 2016, Borrower requested that the Bank increase the Loan from Thirty Million and NO/100 Dollars ($30,000,000.00) to Fifty Million and NO/100 Dollars ($50,000,000.00) and further extend the maturity date of the existing loan, and the Bank agreed to do so. In 2017, Borrower requested that the Bank extend the maturity date of the Fifty Million and NO/100 Dollars ($50,000,000.00) loan; and the Bank agreed to do so.
Recitals of Fact. Borrower has requested that the Bank commit to make loans and advances to it, and to Lakes Mall, for the benefit of Borrower, on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) for the purpose of providing working capital for pre-development expenses, development costs, equity investments, repayment of existing indebtedness, certain distributions to limited partners (as allowed herein), letters of credit and construction and for general corporate purposes. The Bank has agreed to make certain portions of such loans and advances on the terms and conditions herein set forth. Manufacturers and Traders Trust Company, Compass Bank, Regions Bank, formerly AmSouth Bank of Tennessee and Branch Banking and Trust Company, all as participants in the Loan have previously agreed to make certain portions of such loan and advances on the terms and conditions previously set forth and now on the terms and conditions herein set forth. This Loan Agreement is currently being amended to: (a) revise the Investment Concentration covenants to conform to the covenants used by Xxxxx Fargo and (b) extend the Termination Date of the Revolving Credit Loan by an additional year to June 1, 2009.
Recitals of Fact. Seller has agreed to contribute, assign, transfer and convey to Purchaser, and Purchaser has agreed to accept and assume certain personal property located at the surface parking lot at 000 X. Xxxx X Xxxxxxx Parkway Avenue, Springfield, Missouri, and commonly known as “Ancillary Parking Lot” (the “Ancillary Parking Lot”):
Recitals of Fact. A. Tenant is the tenant under a lease dated , (the “Lease”) by and between Tenant, as lessee, and Landlord, as lessor, for certain premises more particularly described in the Lease (the “Premises”) located on the property legally described on Exhibit “A” (the “Property”).
Recitals of Fact. Borrower is a premium finance company licensed under the provisions of the Tennessee Premium Finance Company Act of 1980 (Title 56, Chapter 37 of Tennessee Code Annotated) and is a subsidiary of DGC. In addition to Borrower, DGC owns all of the stock of Direct Insurance Company, a Tennessee corporation and the Agency Subsidiaries. Prior to the execution of the Seventh Loan Agreement, Borrower requested that FTBNA, Hibernia, Firstar (now U.S. Bank), Bank of Oklahoma, N.A. ("Bank of Oklahoma"), Carolina First and Bank One commit to make advances to it on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) to enable it to finance premiums due on insurance contracts (including those written by Affiliated Insurers then existing or thereafter acquired or created). FTBNA, Hibernia, Firstar (now U.S. Bank), Bank of Oklahoma, Carolina First and Bank One severally agreed to make such advances in proportion to their Facility Commitments, subject to the terms and conditions set forth in that certain Seventh Amended and Restated Loan Agreement, dated as of September 18, 2001 (as subsequently amended, the "Seventh Loan Agreement"), as amended by that certain Amendment to Seventh Amended and Restated Loan Agreement, dated as of June 30, 2002. The Seventh Loan Agreement superseded and replaced in all respects the Sixth Loan Agreement (hereinafter defined). Prior to the execution of the Sixth Loan Agreement, Borrower requested that FTBNA, Hibernia, Dresdner Bank AG ("Dresdner"), First American National Bank (now AmSouth Bank), and Mercantile Bank National Association (now U.S. Bank and formerly Firstar) commit to make advances to it on a revolving credit basis in an amount not to exceed at any one time outstanding the aggregate principal sum of One Hundred Million Dollars ($100,000,000.00) to enable it to finance premiums due on insurance contracts (including those written by Affiliated Insurers then existing or thereafter acquired or created). FTBNA, Hibernia, Dresdner, First American (now AmSouth) and Mercantile (now U.S. Bank and formerly Firstar) severally agreed to make such advances in proportion to their Facility Commitments, subject to the terms and conditions set forth in that certain Sixth Amended and Restated Loan Agreement, dated as of September 9, 1999 (as subsequently amended, the "Sixth Loan Agreement"). The Sixth Loan Agreement superseded and replaced in...
Recitals of Fact. Pursuant to that certain Eighth Amended and Restated Loan Agreement dated as of October 31, 2002 (the "Original Loan Agreement") among the Original Banks, DGFS and the other parties named therein, the Original Banks agreed to make loans and advances to DGFS on a revolving credit basis in an aggregate amount not to exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced by individual revolving credit notes to each Bank for the respective Facility Commitments set out in the Original Loan Agreement, each with a termination date of June 30, 2004 (collectively, the "October 2002 Notes"). Pursuant to that certain First Amendment to Eighth Amended and Restated Loan Agreement dated as of March 31, 2003 (the "First Amendment") among the Original Banks, DGFS and the other parties named therein, the Facility Commitment for Regions was increased to a maximum principal amount of Twenty-Five Million Dollars ($25,000,000.00), and the total Commitment of the Original Banks was increased to a maximum aggregate principal amount of One Hundred Twenty-Five Million Dollars ($125,000,000.00). Pursuant to that certain Second Amendment to Eighth Amended and Restated Loan Agreement dated as of May 28, 2003 (the "Second Amendment") among the Original Banks, National City Bank, DGFS and the other parties named therein, the Facility Commitment for Carolina First was increased to a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for Bank One was increased to a maximum principal amount of Thirty-Five Million Dollars ($35,000,000.00); National City Bank was added as a Bank with a Facility Commitment of a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); and the total Commitment of the Banks was increased to a maximum aggregate principal amount of One Hundred Sixty Million Dollars ($160,000,000.00). Pursuant to that certain Third Amendment to Eighth Amended and Restated Loan Agreement dated as of June 30, 2003 (the "Third Amendment"") among the Banks, DGFS and the other parties named therein, the Facility Commitment for Hibernia (now known as Capital One) was increased to a maximum principal amount of Twenty Million Dollars ($20,000,000.00); the Facility Commitment for U.S. Bank was increased to a maximum principal amount of Thirty Million Dollars ($30,000,000.00); Fifth Third was added as a Bank with a Facility Commitment of a maximum principal amount of Ten Million Dollars ($10,000,000.00); and the total ...
Recitals of Fact. A. Borrower and Lender have entered into that certain First Amendment to Loan and Security Agreement dated December 23, 1997 and that certain Loan and Security Agreement No. 18001, dated as of July 24, 1997 (collectively, as amended or supplemented from time to time, the "Loan Agreement" and collectively with the other documents executed in connection therewith, the "Loan Documents"). All capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement.
Recitals of Fact. Pursuant to that certain Seventh Amended and Restated Security Agreement dated as of October 31, 2002, as amended by that certain First Amendment to Seventh Amended and Restated Security Agreement dated as of March 31, 2003, as amended by that certain Second Amendment to Seventh Amended and Restated Security Agreement dated as of May 28, 2003, as amended by that certain Third Amendment to the Seventh Amended and Restated Security Agreement dated as of June 30, 2003, as amended by that certain Fourth Amendment to Seventh Amended and Restated Security Agreement dated as of November 26, 2003, as amended by that certain Fifth Amendment to Seventh Amended and Restated Security Agreement dated as of June 30, 2004, as amended by that certain Sixth Amendment to Seventh Amended and Restated Security Agreement dated as of December 3, 2004, and as amended by that certain Seventh Amendment to Seventh Amended and Restated Security Agreement dated as of June 30, 2006 (as amended, the "Security Agreement"), between DGFS and/or DGPFC and the Banks, DGFS and DGPFC assigned and pledged Receivables (as defined in the Loan Agreement) and other contractual rights to the Agent for the benefit of the Banks as collateral security for all of the Obligations (as defined in the Security Agreement) of Grantor to the Banks. Direct General Corporation, the parent company of the Grantor (“DGC”), anticipates entering into the Bear Xxxxxxx Facilities (as defined below) as borrower, pursuant to which Grantor will grant a second priority security interest in the Collateral (as defined below) to the lenders making such loans. Grantor has asked the Banks to enter into a further amendment of the Loan Agreement of even date herewith (the “Ninth Amendment”) in order to permit the Bear Xxxxxxx Facilities and to effect certain other amendments. In connection therewith, the Grantor has requested, and the Banks have agreed, to modify certain terms of the Security Agreement as hereinafter set forth, provided that this Amendment shall only become effective on the Effective Date (as defined below). The Grantor and the Banks now desire to modify certain terms of the Security Agreement as hereinafter set forth.
