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 | 2003 |
CO-Administration and Accounting Services Agreement
CO-Administration and Accounting Services Agreement (73K)
Doc #1905999: Click preview link for longer preview.
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and each of Armada Funds and Armada Advantage Fund, each a
Massachusetts business trust (each a "Fund" and together the "Funds"), each such
Fund acting severally on its own behalf and not jointly with such other Fund.
W I T N E S S E T H:
WHEREAS, each . . .
1905999
|
National City
As referenced in this CO-Administration and Accounting Services Agreement:
National City Bank – H)(1)
{TEXT}
Exhibit (h)(1)
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and each of Armada Funds and Armada Advantage Fund, each a
Massachusetts business trust (each a "Fund" and together the "Funds"), each such
Fund _____________
National City Bank, – 12) month
period.
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to a
Fund or NCB, at National City Bank, 1900 East Ninth Street, Cleveland
Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire, Drinker
Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 _____________
National City Bank
– hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /S/ NEAL J. ANDREWS
Neal J. Andrews
Senior Vice President
National City Bank
By: /S/ KATHLEEN T. BARR
Name: Kathleen T. Barr
Title: Senior Vice President
Armada Funds
By: /S/ HERBERT R. MARTENS
Name: Herbert R. Martens
Title: President and Trustee
Armada _____________
National City Bank, – THIS EXHIBIT A, dated as of June 1, 2003 is Exhibit A to that certain
Co-Administration and Accounting Services Agreement dated as of June 1, 2003
among PFPC Inc., National City Bank, and each of Armada Funds, and Armada
Advantage Fund.
ARMADA FUNDS
PORTFOLIOS
Money Market Fund
Government Money Market Fund
Treasury Money Market Fund
Treasury Plus Money Market Fund
Tax _____________
dt 1625660
;
|
PNC Financial
As referenced in this CO-Administration and Accounting Services Agreement:
PNC Financial Services
Group, Inc. – whom
enforcement of such change or waiver is sought.
22. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc. , provided that (i) PFPC gives NCB and the Funds 30 days'
prior written notice of such assignment, (ii) the assignee or delegate
agrees to comply with the relevant provisions _____________
dt 1673545
;
Drinker Biddle
As referenced in this CO-Administration and Accounting Services Agreement:
Drinker
Biddle – 19809, Attention: President; (b) if to a
Fund or NCB, at National City Bank, 1900 East Ninth Street, Cleveland
Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire, Drinker
Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 or (c) if to neither of the foregoing,
at such other address as shall have been given by _____________
dt 1678980
|
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CO-Administration and Accounting Services Agreement
CO-Administration and Accounting Services Agreement (68K)
Doc #1906005: Click preview link for longer preview.
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and each of Armada Funds and Armada Advantage Fund, each a
Massachusetts business trust (each a "Fund" and together the "Funds"), each such
Fund acting severally on its own behalf and not jointly with such other Fund.
W I T N E S S E T H:
WHEREAS, each . . .
1906005
|
National City
As referenced in this CO-Administration and Accounting Services Agreement:
National City Bank – ADMIN AGREEMENT
{TEXT}
Exhibit (13)(n)
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of June 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and each of Armada Funds and Armada Advantage Fund, each a
Massachusetts business trust (each a "Fund" and together the "Funds"), each such
Fund _____________
National City Bank, – 12) month period.
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to a
Fund or NCB, at National City Bank, 1900 East Ninth Street, Cleveland
Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire, Drinker
Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 _____________
National City Bank
– hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /S/ NEAL J. ANDREWS
Neal J. Andrews
Senior Vice President
National City Bank
By: /S/ KATHLEEN T. BARR
Name: Kathleen T. Barr
Title: Senior Vice President
Armada Funds
By: /S/ HERBERT R. MARTENS
Name: Herbert R. Martens
Title: President and Trustee
Armada _____________
National City Bank, – THIS EXHIBIT A, dated as of June 1, 2003 is Exhibit A to that certain
Co-Administration and Accounting Services Agreement dated as of June 1, 2003
among PFPC Inc., National City Bank, and each of Armada Funds, and Armada
Advantage Fund.
ARMADA FUNDS
PORTFOLIOS
Money Market Fund
Government Money Market Fund
Treasury Money Market Fund
Treasury Plus Money Market Fund
Tax _____________
dt 1625661
;
|
PNC Financial
As referenced in this CO-Administration and Accounting Services Agreement:
PNC Financial Services
Group, Inc. – whom
enforcement of such change or waiver is sought.
22. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc. , provided that (i) PFPC gives NCB and the Funds 30 days'
prior written notice of such assignment, (ii) the assignee or delegate
agrees to comply with the relevant provisions _____________
dt 1673546
;
Drinker Biddle
As referenced in this CO-Administration and Accounting Services Agreement:
Drinker
Biddle – 19809, Attention: President; (b) if to a
Fund or NCB, at National City Bank, 1900 East Ninth Street, Cleveland
Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire, Drinker
Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 or (c) if to neither of the foregoing,
at such other address as shall have been given by _____________
dt 1678981
|
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CO-Administration and Accounting Services Agreement
CO-Administration and Accounting Services Agreement (71K)
Doc #2395988: Click preview link for longer preview.
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
---------------------------------------------------
THIS AGREEMENT is made as of August 31, 2004 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and Armada Advantage Fund, a Massachusetts business trust
(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment
company under the Investment Company Act of . . .
2395988
|
National City
As referenced in this CO-Administration and Accounting Services Agreement:
National City Bank – SERV AGREEMENT
{TEXT}
Exhibit (h)(2)
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
---------------------------------------------------
THIS AGREEMENT is made as of August 31, 2004 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association, and Armada Advantage Fund, a Massachusetts business trust
(the "Fund").
W I T N E S S E T H:
WHEREAS, the Fund is _____________
National City Bank, – 12) month
period.
20. NOTICES. Notices shall be addressed (a) if to PFPC, at 301 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if to
the Fund or NCB, at National City Bank, 1900 East Ninth Street,
Cleveland Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire,
Drinker Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 _____________
National City Bank
– hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By: /s/NEAL J. ANDREWS
---------------------------------
Neal J. Andrews
Senior Vice President
National City Bank
BY: /s/HERBERT R. MARTENS, JR.
---------------------------------
Herbert R. Martens, Jr.
President
Armada Advantage Fund
BY: /s/Kathleen T. Barr
---------------------------------
Kathleen T. Barr
Senior Vice President
PFPC INTERNAL USE:
Business _____________
National City Bank, – THIS EXHIBIT A, dated as of August 31, 2004 is Exhibit A to that
certain Co-Administration and Accounting Services Agreement dated as of August
31, 2004 among PFPC Inc., National City Bank, and Armada Advantage Fund.
ARMADA ADVANTAGE FUND
PORTFOLIOS
----------
Armada Advantage Institutional Money Market Fund
26
{PAGE}
EXHIBIT B
---------
FEE SCHEDULE
------------
Pursuant to Paragraph 12 of this Agreement, and in _____________
dt 1625684
;
|
PNC Financial
As referenced in this CO-Administration and Accounting Services Agreement:
PNC Financial Services
Group, Inc. – of such change or waiver is sought.
20
{PAGE}
22. ASSIGNMENT. PFPC may assign its rights hereunder to any majority-owned
direct or indirect subsidiary of PFPC or of The PNC Financial Services
Group, Inc. , provided that (i) PFPC gives NCB and the Fund 30 days'
prior written notice of such assignment, (ii) the assignee or delegate
agrees to comply with the relevant provisions _____________
dt 1612129
;
Drinker Biddle
As referenced in this CO-Administration and Accounting Services Agreement:
Drinker Biddle – 19809, Attention: President; (b) if to
the Fund or NCB, at National City Bank, 1900 East Ninth Street,
Cleveland Ohio 44114, with a copy to W. Bruce McConnel, III, Esquire,
Drinker Biddle & Reath, LLP, One Logan Square, 18th & Cherry Streets,
Philadelphia, Pennsylvania 19103 or (c) if to neither of the foregoing,
at such other address as shall have been given by _____________
dt 1622438
|
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CO-Administration and Accounting Services Agreement
CO-Administration and Accounting Services Agreement (50K)
Doc #2396001: Click preview link for longer preview.
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of April 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association (together with PFPC, the "Co-Administrators"), and Armada
Funds and The Armada Advantage Fund, each a Massachusetts business trust (each a
"Fund" and together the "Funds").
W I T N E S S E T H:
WHEREAS, each Fund is registered as an open-end . . .
2396001
|
National City
As referenced in this CO-Administration and Accounting Services Agreement:
National City Bank – DISCUSSION PURPOSES ONLY
EXHIBIT (H)(8)
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of April 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association (together with PFPC, the "Co-Administrators"), and Armada
Funds and The Armada Advantage Fund, each a Massachusetts business trust (each a
"Fund" and together _____________
National City Bank, – the Defaulting Party.
(b) NOTICES. Notices shall be addressed (a) if to PFPC, at 400 Bellevue
Parkway, Wilmington, Delaware 19809, Attention: President; (b) if
to a Fund or NCB, at National City Bank, 1900 East Ninth Street,
Cleveland Ohio 44114, with a copy to W. Bruce McConnel, III,
Esquire, Drinker Biddle & Reath, LLP, One Logan Square, 18th &
Cherry Streets, Philadelphia, Pennsylvania 19103 _____________
National City Bank
– the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
Neal J. Andrews
Senior Vice President
17
{PAGE}
National City Bank
BY:
NAME:
TITLE:
Armada Funds
BY:
NAME:
TITLE:
The Armada Advantage Fund
BY:
NAME:
TITLE:
18
{PAGE}
EXHIBIT A
THIS EXHIBIT A, dated as of April 1, 2003 is _____________
National City Bank, – THIS EXHIBIT A, dated as of April 1, 2003 is Exhibit A to that certain
Co-Administration and Accounting Services Agreement dated as of April 1, 2003
among PFPC Inc., National City Bank, the Armada Funds, and The Armada Advantage
Funds.
ARMADA FUNDS
PORTFOLIOS
Money Market Fund
Government Money Market Fund
Treasury Money Market Fund
Treasury Plus Money Market Fund
Tax Exempt _____________
dt 1625685
;
|
PNC Financial
As referenced in this CO-Administration and Accounting Services Agreement:
PNC
Financial Services Group, Inc. – of such
15
{PAGE}
change or waiver is sought.
(d) ASSIGNMENT. PFPC may assign its rights hereunder to any
majority-owned direct or indirect subsidiary of PFPC or of The PNC
Financial Services Group, Inc. , provided that PFPC gives NCB and
the Funds 30 days' prior written notice of such.
22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of _____________
dt 1612130
;
Drinker Biddle
As referenced in this CO-Administration and Accounting Services Agreement:
Drinker Biddle – 19809, Attention: President; (b) if
to a Fund or NCB, at National City Bank, 1900 East Ninth Street,
Cleveland Ohio 44114, with a copy to W. Bruce McConnel, III,
Esquire, Drinker Biddle & Reath, LLP, One Logan Square, 18th &
Cherry Streets, Philadelphia, Pennsylvania 19103 or (c) if to
neither of the foregoing, at such other address as shall have been
given by _____________
dt 1622439
|
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Co-Sale Agreement
Co-Sale Agreement (25K)
Doc #246269: Click preview link for longer preview.
MICROFINANCIAL INCORPORATED
CO-SALE AGREEMENT
THIS CO-SALE AGREEMENT (the "Agreement") is made and entered into as of this 14th day of April, 2003, by and among MicroFinancial Incorporated, a MASSACHUSETTS corporation (the "Company"), each of the persons and entities listed on Exhibit A hereto (the "Lenders"), and each of the persons listed on Exhibit B hereto (the "Inside Investors").
RECITALS
WHEREAS, the Inside Investors are the beneficial owners in the aggregate of the number of shares of Common Stock of the Company set forth opposite their names on Exhibit B (giving effect to exercise of all options and warrants held by the Inside Investors as of the date of this Agreement);
WHEREAS, Lenders are purchasing warrants to purchase shares of the Company's Common Stock (the "Warrants") pursuant to a Warrant Purchase Agreement dated as of the date hereof (the "Purchase Agreement");
WHEREAS, in connection with the purchase and delivery of the Warrants, the parties desire to enter into this Agreement in order to grant rights of co-sale to each Lender.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree hereto as follows:
1. DEFINITIONS.
(a) "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or legal holiday on which the banks in Boston, Massachusetts are open for the conduct of a substantial part of their commercial banking business.
(b) "CO-SALE STOCK" shall mean shares of the Company's Common Stock now owned or subsequently acquired by any of the Inside Investors, directly or indirectly, or by any person related to such Inside Investor by gift, purchase, dividend, option exercise or any other means whether or not such securities are only registered in such Inside Investors's name or beneficially or legally owned by such Inside Investor, including any interest of a spouse in any of the Co-Sale Stock, and any stock held for the benefit of any minors related to such Inside Investor, whether that interest is asserted pursuant to marital property laws or otherwise. The number of shares of Co-Sale Stock collectively owned by the Inside Investors as of the date hereof are set forth in Exhibit B, which Exhibit B may be amended from time to time by the Company to reflect changes in the number of shares owned by the Inside Investors, but failure to so amend shall have no effect on such Co-Sale Stock being subject to this Agreement.
{PAGE}
(c) "COMMON STOCK" shall mean the Company's Common Stock and shares of Common Stock, or other convertible securities, issued or issuable upon conversion of the Company's outstanding preferred stock if any or exercise of any option, warrant or other security or right of any kind convertible into or exchangeable for Common Stock.
(d) "COMPANY" shall have the meaning assigned to it in the introductory paragraph.
(e) "INSIDE INVESTORS" shall have the meaning assigned to it in the introductory paragraph.
(g) "LENDERS" shall have the meaning assigned to it in the introductory paragraph.
(g) "MAJORITY LENDERS" shall mean the Lenders, or any of their successors or assigns, who hold, in the aggregate, at least 50.1% of the Common Stock issued or issuable upon exercise of the Warrants.
(h) "NOTICE" shall have the meaning assigned to it in the Section 2(a).
(i) "PARTICIPANT" shall have the meaning assigned to it in the Section 2(d).
(j) "PROHIBITED TRANSFER" shall have the meaning assigned to it in the Section 4(a).
(k) "PURCHASE AGREEMENT" shall have the meaning assigned to it in the recitals.
(l) For the purpose of this Agreement, the term "TRANSFER" shall include any sale, assignment, encumbrance, hypothecation or pledge of any of the Co-Sale Stock.
(m) "WARRANTS" shall have the meaning assigned to it in the recitals.
2. TRANSFERS BY INSIDE INVESTORS.
(a) If any of the Inside Investors proposes to Transfer any shares of Co-Sale Stock then such Inside Investor shall promptly give written notice (the "Notice") simultaneously to the Company and to each of the Lenders, such notice to be received by the Company and each Lender not less than seven (7) Business Days prior to the closing of such Transfer. The Notice shall describe in reasonable detail the proposed Transfer including, without limitation, the number of shares of Co-Sale Stock to be transferred, the nature of such Transfer, the consideration to be paid, and the name and address of each prospective purchaser or transferee. In the event that the Transfer is being made pursuant to the provisions of Section, the Notice shall state under which section the Transfer is being made.
246269
|
National City
As referenced in this Co-Sale Agreement:
NATIONAL CITY BANK
– Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
KEYBANK NATIONAL ASSOCIATION
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
NATIONAL CITY BANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
U.S. BANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
_____________
National City Bank
– ______________________________
{PAGE}
EXHIBIT A
LENDERS
Fleet National Bank
Banknorth, N.A.
Brown Brothers Harriman & Co.
Citibank
Citizens Bank of Massachusetts
Keybank National Association
National City Bank
U.S. Bank
Union Bank of California, N.A.
{PAGE}
EXHIBIT B
INSIDE INVESTORS
{TABLE}
{CAPTION}
INSIDE INVESTOR NUMBER OF CO-SALE _____________
dt 103780
;
MicroFinancial
As referenced in this Co-Sale Agreement:
MICROFINANCIAL – b46554mfexv10w4.txt
{DESCRIPTION}CO-SALE AGREEMENT DATED 4/14/03
{TEXT}
{PAGE}
EXHIBIT 10.4
MICROFINANCIAL INCORPORATED
CO-SALE AGREEMENT
THIS CO-SALE AGREEMENT (the "Agreement") is made and entered into . . .
MicroFinancial – made and entered into as of
this 14th day of April, 2003, by and among MicroFinancial Incorporated, a
MASSACHUSETTS corporation (the "Company"), each of the persons and entities
listed on Exhibit . . .
MICROFINANCIAL – foregoing CO-SALE AGREEMENT is hereby executed as of the date first
above written.
COMPANY:
MICROFINANCIAL INCORPORATED
By: /s/ Authorized Signatory
----------------------------------
Name:
Title:
Address: _________________
_________________
/s/ Alan J. Zakon
--------------------------------------
Alan . . .
dt 70568
;
Brown Brothers
As referenced in this Co-Sale Agreement:
BROWN BROTHERS HARRIMAN – Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
BANKNORTH, N.A.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
BROWN BROTHERS HARRIMAN & CO.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
CITIBANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
_____________
Brown Brothers Harriman – A.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
{PAGE}
EXHIBIT A
LENDERS
Fleet National Bank
Banknorth, N.A.
Brown Brothers Harriman & Co.
Citibank
Citizens Bank of Massachusetts
Keybank National Association
National City Bank
U.S. Bank
Union Bank of California, N.A.
{PAGE}
_____________
dt 182151
;
|
Fleet National
As referenced in this Co-Sale Agreement:
FLEET NATIONAL BANK
– s/ Peter R. Bleyleben
--------------------------------
Peter R. Bleyleben
Address:________________________
________________________
/s/ Torrence C. Harder
--------------------------------
Torrence C. Harder
Address:________________________
________________________
{PAGE}
LENDER(S):
FLEET NATIONAL BANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
BANKNORTH, N.A.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
_____________
Fleet National Bank
– PAGE}
UNION BANK OF CALIFORNIA, N.A.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
{PAGE}
EXHIBIT A
LENDERS
Fleet National Bank
Banknorth, N.A.
Brown Brothers Harriman & Co.
Citibank
Citizens Bank of Massachusetts
Keybank National Association
National City Bank
U.S. Bank
Union _____________
dt 104262
;
Keybank
As referenced in this Co-Sale Agreement:
KEYBANK NA – ___________________________
Title:________________________________
Address:______________________________
______________________________
{PAGE}
CITIZENS BANK OF MASSACHUSETTS
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
KEYBANK NA TIONAL ASSOCIATION
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
NATIONAL CITY BANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name: _____________
Keybank Na – ________________________________
Address:______________________________
______________________________
{PAGE}
EXHIBIT A
LENDERS
Fleet National Bank
Banknorth, N.A.
Brown Brothers Harriman & Co.
Citibank
Citizens Bank of Massachusetts
Keybank Na tional Association
National City Bank
U.S. Bank
Union Bank of California, N.A.
{PAGE}
EXHIBIT B
INSIDE INVESTORS
{TABLE}
{CAPTION}
INSIDE INVESTOR _____________
dt 185303
;
Union Bank of CA
As referenced in this Co-Sale Agreement:
UNION BANK OF CALIFORNIA, – Name:___________________________
Title:________________________________
Address:______________________________
______________________________
U.S. BANK
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
{PAGE}
UNION BANK OF CALIFORNIA, N.A.
Signature: /s/ Authorized Signatory
---------------------------
Print Name:___________________________
Title:________________________________
Address:______________________________
______________________________
{PAGE}
EXHIBIT A
LENDERS
Fleet National Bank
Banknorth, _____________
Union Bank of California, – National Bank
Banknorth, N.A.
Brown Brothers Harriman & Co.
Citibank
Citizens Bank of Massachusetts
Keybank National Association
National City Bank
U.S. Bank
Union Bank of California, N.A.
{PAGE}
EXHIBIT B
INSIDE INVESTORS
{TABLE}
{CAPTION}
INSIDE INVESTOR NUMBER OF CO-SALE SHARES
LEGALLY AND BENEFICIALLY OWNED
{S} {C}
_____________
dt 147304
|
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 | 2001 |
Collateral Agency and Intercreditor Agreement
Collateral Agency and Intercreditor Agreement (61K)
Doc #388759: Click preview link for longer preview.
EXHIBIT 4.15 - COLLATERAL AGENCY AGREEMENT
Exhibit - 4.15 - Collateral Agency and Intercreditor Agreement dated June 5,
2001
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT
THIS COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT (as the same may
from time to time be amended, restated or otherwise modified, this "Agreement"),
is made as of the 5th day of June, 2001, by and among:
(a) KeyBank National Association, as agent for the benefit of and on
behalf . . .
388759
|
National City
As referenced in this Collateral Agency and Intercreditor Agreement:
National City Bank – 0145 Des Moines, Iowa 50392
Credit Agricole Indosuez The Northwestern Mutual Life
Insurance Company
55 East Monroe Street, Suite 4700 720 East Wisconsin Avenue
Chicago, IL 60603 Milwaukee, Wisconsin 53202
National City Bank KeyBank National Association,
6 North Main Street as Line of Credit Lender
Locator 2200 127 Public Square
Dayton, Ohio 45412 Cleveland, Ohio 44114-1306
Firstar Bank, National Association Firstar _____________
dt 1019200
;
|
BNY
As referenced in this Collateral Agency and Intercreditor Agreement:
Bank of New York – Ohio 44114-1306
KeyBank National Association, Unicredito Italiano SPA
as Agent and a Bank 375 Park Avenue
127 Public Square New York, NY 10152-0099
Cleveland, Ohio 44114-1306
The Bank of New York San Paolo IMI S.p.A.
One Wall Street 245 Park Avenue
Automotive Division, 22nd Floor New York, NY 10167
New York, NY 10286
Bank One, Indiana, NA Principal _____________
dt 1006290
;
Keybank
As referenced in this Collateral Agency and Intercreditor Agreement:
KeyBank Na – as the same may
from time to time be amended, restated or otherwise modified, this "Agreement"),
is made as of the 5th day of June, 2001, by and among:
(a) KeyBank Na tional Association, as agent for the benefit of and on
behalf of the Banks, as hereinafter defined (in such capacity,
"Agent"): -----
(b) the Noteholders, as hereinafter defined;
(c) the Line _____________
KeyBank Na – and on
behalf of the Banks, as hereinafter defined (in such capacity,
"Agent"): -----
(b) the Noteholders, as hereinafter defined;
(c) the Line of Credit Lenders, as hereinafter defined; and
(d) KeyBank Na tional Association, as collateral agent under this
Agreement for the Lenders, as hereinafter defined (including
any successor collateral agent pursuant to the terms hereof,
in such capacity, the "Collateral Agent").
_____________
KeyBank Na – defined in the Credit Agreement, or (b) an "Event of
Default", as defined in any Note Agreement.
"Default Rate" shall mean three percent in excess of the Prime
Rate of KeyBank Na tional Association as in effect from time to time.
"Hedge Agreement" shall mean any hedge agreement, interest
rate swap, cap, collar or floor agreement, or other interest rate
management device _____________
KeyBank Na – election
of that percentage of the members of the board of directors or similar
governing body of such Person.
SECTION 2. Appointment of the Collateral Agent. Each Lender hereby
appoints KeyBank Na tional Association (together with its successors and assigns)
as the Collateral Agent under this Agreement, with such powers as are
specifically delegated to the Collateral Agent by the terms of _____________
KeyBank Na – this Agreement,
together with such other powers as are reasonably incidental thereto in order to
carry out the intent of this Agreement, in the opinion of the Collateral Agent,
and KeyBank Na tional Association hereby accepts such appointment as the
Collateral Agent under this Agreement. Neither the Collateral Agent nor any of
its directors, officers, attorneys or employees shall be liable for _____________
dt 1049885
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 | 2004 |
Collateral Agency Agreement
Collateral Agency Agreement (45K)
Doc #1337758: Click preview link for longer preview.
THIRD AMENDMENT TO
AMENDED AND RESTATED WAREHOUSING CREDIT AGREEMENT
AND
FIRST AMENDMENT TO
AMENDED AND RESTATED PLEDGE, SECURITY AND
COLLATERAL AGENCY AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED WAREHOUSING CREDIT
AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE, SECURITY AND
COLLATERAL AGENCY AGREEMENT (the "Third Amendment") is made and entered into
as of the 19th day of . . .
1337758
|
National City
As referenced in this Collateral Agency Agreement:
NATIONAL CITY BANK – b) PORTLAND MORTGAGE COMPANY, an Oregon corporation with
its principal place of business located at 2020 S.W. 4th Avenue, #1010,
Portland, Oregon 97201 ("Portland") (collectively, the "Company"), (ii) (a)
NATIONAL CITY BANK OF KENTUCKY, a national banking association with a place
of business located at 101 South Fifth Street, Louisville, Kentucky 40202
("National City"), (b) BANK ONE, NA, a national banking association _____________
(National City, Bank
– 48226 ("Comerica"), and (d) COLONIAL BANK, N.A., a national banking
association with a principal place of business located at 201 E. Pine
Street, Suite 730, Orlando, Florida 32801 ("Colonial") (National City, Bank
One, Comerica and Colonial are each individually referred to as a "Bank" and
collectively as the "Banks"), and (iii) NATIONAL CITY BANK OF KENTUCKY, in
its capacity as Agent _____________
NATIONAL CITY BANK – Pine
Street, Suite 730, Orlando, Florida 32801 ("Colonial") (National City, Bank
One, Comerica and Colonial are each individually referred to as a "Bank" and
collectively as the "Banks"), and (iii) NATIONAL CITY BANK OF KENTUCKY, in
its capacity as Agent for the Bank (in such capacity, the "Agent"). WEST
SUBURBAN BANK, an Illinois state banking corporation with its principal
place of business located _____________
National City, Bank – to read as follows:
"Bank" and "Banks" shall have the meaning assigned to those terms
in the introduction to this Credit Agreement and shall include, as of the
date hereof, National City, Bank One, Comerica and Colonial, each in its
individual capacity, and, subsequent to the date hereof, any Applicant
Financial Institution which is added as a Bank hereunder by the Company and
_____________
NATIONAL CITY BANK – MORTGAGE CORP.
By: /s/ Steve Y. Khoshabe
--------------------------------------------
Title: President and Chief Executive Officer
PORTLAND MORTGAGE COMPANY
By: /s/ Steve Y. Khoshabe
--------------------------------------------
Title: President and Chief Executive Officer
(collectively, the "Company")
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Michael A. Johnson
--------------------------------------------
Title: Vice President
BANK ONE, NA
By: /s/ Michael Castillo
--------------------------------------------
Title: Commercial Banking Officer
COMERICA BANK
By: /s/ Robert W. Marr
--------------------------------------------
Title: Vice _____________
dt 1525465
;
Fannie Mae
As referenced in this Collateral Agency Agreement:
Fannie Mae – provided in the Security
Agreement, or in the event that such Loan was delivered by the Agent to
FHLMC or a custodian for the Mortgage-backed Securities programs at
GNMA, Fannie Mae or FHLMC, and more than the maximum number of days
allowed by the Security Agreement shall have elapsed since the date of
such delivery and no purchase has taken _____________
dt 1608610
;
|
Bank One
As referenced in this Collateral Agency Agreement:
BANK ONE, NA – the "Company"), (ii) (a)
NATIONAL CITY BANK OF KENTUCKY, a national banking association with a place
of business located at 101 South Fifth Street, Louisville, Kentucky 40202
("National City"), (b) BANK ONE, NA , a national banking association with
its principal place of business located in Chicago, Illinois ("Bank One"),
(c) COMERICA BANK, a Michigan banking corporation with its principal place
of business _____________
BANK ONE, NA – PORTLAND MORTGAGE COMPANY
By: /s/ Steve Y. Khoshabe
--------------------------------------------
Title: President and Chief Executive Officer
(collectively, the "Company")
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Michael A. Johnson
--------------------------------------------
Title: Vice President
BANK ONE, NA
By: /s/ Michael Castillo
--------------------------------------------
Title: Commercial Banking Officer
COMERICA BANK
By: /s/ Robert W. Marr
--------------------------------------------
Title: Vice President
COLONIAL BANK, N.A.
By: /s/ Amy J. Nunneley
--------------------------------------------
Title: Senior _____________
dt 1374552
;
Comerica Bank
As referenced in this Collateral Agency Agreement:
COMERICA BANK, – 101 South Fifth Street, Louisville, Kentucky 40202
("National City"), (b) BANK ONE, NA, a national banking association with
its principal place of business located in Chicago, Illinois ("Bank One"),
(c) COMERICA BANK, a Michigan banking corporation with its principal place
of business located at 500 Woodward Avenue, MC: 3256, Detroit, Michigan
48226 ("Comerica"), and (d) COLONIAL BANK, N.A., a national _____________
COMERICA BANK
– Chief Executive Officer
(collectively, the "Company")
NATIONAL CITY BANK OF KENTUCKY
By: /s/ Michael A. Johnson
--------------------------------------------
Title: Vice President
BANK ONE, NA
By: /s/ Michael Castillo
--------------------------------------------
Title: Commercial Banking Officer
COMERICA BANK
By: /s/ Robert W. Marr
--------------------------------------------
Title: Vice President
COLONIAL BANK, N.A.
By: /s/ Amy J. Nunneley
--------------------------------------------
Title: Senior Vice President
(collectively, the "Banks")
NATIONAL CITY BANK OF KENTUCKY
_____________
dt 1424326
;
United Financial Mortgage
As referenced in this Collateral Agency Agreement:
UNITED FINANCIAL
MORTGAGE – AMENDED AND RESTATED PLEDGE, SECURITY AND
COLLATERAL AGENCY AGREEMENT (the "Third Amendment") is made and entered into
as of the 19th day of December, 2003, by and among (i) (a) UNITED FINANCIAL
MORTGAGE CORP., an Illinois corporation with its principal place of business
located at 815 Commerce Drive, Suite 100, Oak Brook, Illinois 60523
("United"), and (b) PORTLAND MORTGAGE COMPANY, an Oregon corporation _____________
UNITED FINANCIAL MORTGAGE – this Third Amendment
to Warehousing Credit Agreement and First Amendment to Pledge, Security and
Collateral Agency Agreement to be duly executed as of the day and year first
above written.
UNITED FINANCIAL MORTGAGE CORP.
By: /s/ Steve Y. Khoshabe
--------------------------------------------
Title: President and Chief Executive Officer
PORTLAND MORTGAGE COMPANY
By: /s/ Steve Y. Khoshabe
--------------------------------------------
Title: President and Chief Executive Officer
(collectively, the "Company")
NATIONAL _____________
dt 1482872
|
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 | 2006 |
Collateral Agency and Intercreditor Agreement
Collateral Agency and Intercreditor Agreement (113K)
Doc #1714968: Click preview link for longer preview.
COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT
AMONG
THE LENDERS,
THE NOTEHOLDERS
AND
LASALLE BANK MIDWEST NATIONAL ASSOCIATION, as Collateral Agent
Re:
Credit Agreement
Dated as of January 31, 2005,
Note Purchase Agreement
Dated as of October 1, 2002
Note Purchase Agreement
Dated as of January 31, 2005
and
Credit Agreement
Dated as of May 2, 2006
of
ProQuest Company
Dated as of May 2, 2006
TABLE OF CONTENTS
SECTION
HEADING
. . .
1714968
|
National City
As referenced in this Collateral Agency and Intercreditor Agreement:
NATIONAL CITY BANK – to Collateral Agency and Intercreditor Agreement
26
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Dale A. Clayton
Name:
Dale A. Clayton
Title:
SVP
Signature Page to Collateral Agency and Intercreditor Agreement
27
NATIONAL CITY BANK OF THE MIDWEST
By:
/s/ Robert A. Henry
Name:
Robert A. Henry
Title:
Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
28
LLOYDS TSB BANK PLC
By:
/s/ _____________
dt 1525694
;
BofA
As referenced in this Collateral Agency and Intercreditor Agreement:
BANK OF AMERICA, N.A. – Page to Collateral Agency and Intercreditor Agreement]
24
HARRIS N.A.
By:
/s/ Lana Powers
Name:
Lana Powers
Title:
Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
25
BANK OF AMERICA, N.A.
By:
/s/ John H. Woodiel III
Name:
John H. Woodiel
Title:
Senior Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
26
KEYBANK NATIONAL ASSOCIATION
By:
/s/ Dale _____________
dt 1556471
;
|
Cigna
As referenced in this Collateral Agency and Intercreditor Agreement:
CIGNA Investments, Inc – Vice President and Counsel
By:
/s/ James C. Fifield
Name:
James C. Fifield
Title:
Counsel
Signature Page to Collateral Agency and Intercreditor Agreement
38
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:
CIGNA Investments, Inc . (authorized agent)
By:
/s/ Lori E. Hopkins
Name:
Lori E. Hopkins
Title:
Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
39
JEFFERSON-PILOT LIFE INSURANCE COMPANY
By:
/ _____________
CIGNA Investments, Inc – NEW YORK
By:
/s/ Thomas W. Murphy
Name:
Thomas W. Murphy
Title:
Vice President-Investments
Signature Page to Collateral Agency and Intercreditor Agreement
52
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:
CIGNA Investments, Inc . (authorized agent)
By:
/s/ Lori E. Hopkins
Name:
Lori E. Hopkins
Title:
Vice President
LIFE INSURANCE COMPANY OF NORTH AMERICA
By:
CIGNA Investments, Inc. (authorized agent)
By:
/s/ Lori _____________
CIGNA Investments, Inc – CONNECTICUT GENERAL LIFE INSURANCE COMPANY
By:
CIGNA Investments, Inc. (authorized agent)
By:
/s/ Lori E. Hopkins
Name:
Lori E. Hopkins
Title:
Vice President
LIFE INSURANCE COMPANY OF NORTH AMERICA
By:
CIGNA Investments, Inc . (authorized agent)
By:
/s/ Lori E. Hopkins
Name:
Lori E. Hopkins
Title:
Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
53
JEFFERSON-PILOT LIFE INSURANCE COMPANY
By:
/ _____________
dt 1401471
;
Comerica Bank
As referenced in this Collateral Agency and Intercreditor Agreement:
COMERICA BANK
– Agency and Intercreditor Agreement
29
U.S. BANK NATIONAL ASSOCIATION
By:
/s/ Susan Kreutz
Name:
Susan Kreutz
Title:
Assistant Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
30
COMERICA BANK
By:
/s/ Jeffrey E. Peck
Name:
Jeffrey E. Peck
Title:
Vice President
Signature Page to Collateral Agency and Intercreditor Agreement
31
ALLIED IRISH BANKS PLC
By:
/s/ Shreya Shah
_____________
COMERICA BANK – LLC, its
authorized signatory
By:
/s/ Karen A. Pearston
Name:
Karen A. Pearston
Title:
Second Vice President and Counsel
By:
/s/ James. C. Fifield
Name:
James C. Fifield
Title:
Counsel
COMERICA BANK & TRUST, NATIONAL ASOSCIATION, Trustee to the Trust created by Trust Agreement dated October 1, 2002
By:
/s/ Xina Stewart
Name:
Xina Stewart
Title:
Relationship Mgr. V.P.
Signature _____________
dt 1424509
;
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Collateral Sharing Agreement
Collateral Sharing Agreement (54K)
Doc #1560706: Click preview link for longer preview.
COLLATERAL SHARING AGREEMENT
This COLLATERAL SHARING AGREEMENT, dated as of April 19, 2006, is among NATIONAL CITY
BANK, in its capacity as the administrative agent under the Credit Agreement referred to below (in
such capacity, together with any successors or assigns, the Administrative Agent), J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such
capacity, together with any successors or assigns, the Trustee), FERRO CORPORATION, an Ohio
corporation (the Borrower), and each other Person . . .
1560706
|
National City
As referenced in this Collateral Sharing Agreement:
NATIONAL CITY
BANK, –
EX-10.3
COLLATERAL SHARING AGREEMENT
This COLLATERAL SHARING AGREEMENT, dated as of April 19, 2006, is among NATIONAL CITY
BANK, in its capacity as the administrative agent under the Credit Agreement referred to below (in
such capacity, together with any successors or assigns, the Administrative Agent), J. _____________
National City Bank
– as set forth below or, as to
each party, at such other address as may be designated by such party in a written notice to all of
the other parties.
National City Bank
629 Euclid Avenue
If to the
Cleveland, Ohio 44114
Administrative
Facsimile:
Agent:
Attention: Diego Tobon
With copies to:
Mayer, Brown, Rowe & Maw LLP
214 N. Tryon Street, Suite _____________
NATIONAL CITY BANK, – Credit Facility Lender under
the Credit Agreement.
SECTION 1.1
1
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
Administrative Agent:
NATIONAL CITY BANK,
By:
Name:
Title:
By:
Name:
Title:
Trustee:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By:
Name:
Title:
Acknowledged and Agreed:
Obligors:
FERRO CORPORATION
By:
Name: Thomas M. Gannon
Title: _____________
dt 1525536
;
|
Ferro
As referenced in this Collateral Sharing Agreement:
FERRO CORPORATION, – Administrative Agent), J.P. MORGAN
TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such
capacity, together with any successors or assigns, the Trustee), FERRO CORPORATION, an Ohio
corporation (the Borrower), and each other Person listed on the signature pages hereto as an
Obligor.
W I T N E S S _____________
Ferro Corporation
– Co., L.P.A.
P.O. Box 165020
Columbus, Ohio 43216-5020
Facsimile: 614-462-5135
Attn: Victoria E. Powers, Esq. and Eric M. Stoller, Esq.
If to the Borrower:
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
Attn: General Counsel
Fax: 216-875-7275
With copies to:
Baker & Hostetler LLP
1900 E. 9th St.
Suite 3200
Cleveland, Ohio 44114
_____________
FERRO CORPORATION
– date first written above.
Administrative Agent:
NATIONAL CITY BANK,
By:
Name:
Title:
By:
Name:
Title:
Trustee:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By:
Name:
Title:
Acknowledged and Agreed:
Obligors:
FERRO CORPORATION
By:
Name: Thomas M. Gannon
Title: Chief Financial Officer
FERRO ELECTRONIC MATERIALS INC.
By:
Name: Rhonda S. Ferguson
Title: Assistant Secretary
FERRO PFANSTIEHL LABORATORIES, INC.
By:
Name: Rhonda S. _____________
dt 1542062
|
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Collateral Sharing Agreement
Collateral Sharing Agreement (55K)
Doc #2071216: Click preview link for longer preview.
COLLATERAL SHARING AGREEMENT
THIS COLLATERAL SHARING AGREEMENT, dated as of June 6, 2006, is among NATIONAL CITY BANK (�National City�), in its capacity as the collateral agent under the Credit Agreement referred to below (in such capacity, together with any successors or assigns, the �Collateral Agent�), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such capacity, together with any successors or assigns, the �Trustee�), FERRO CORPORATION, an Ohio corporation (the �Company�), and each other Person listed on the signature pages . . .
2071216
|
National City
As referenced in this Collateral Sharing Agreement:
NATIONAL CITY BANK – EX-10.4
EX-10.4 5 exhibit4.htm EX-10.4
COLLATERAL SHARING AGREEMENT
THIS COLLATERAL SHARING AGREEMENT, dated as of June 6, 2006, is among NATIONAL CITY BANK (National City), in its capacity as the collateral agent under the Credit Agreement referred to below (in such capacity, together with any successors or assigns, the Collateral Agent), J. _____________
National City Bank
– as set forth below or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties.
National City Bank
629 Euclid Avenue
Cleveland, Ohio 44114
If to the
Facsimile: (216) 222-0103
Collateral Agent:
Attention: Traci Sajewski
With copies to:
Mayer, Brown, Rowe & Maw LLP
214 N. _____________
NATIONAL CITY BANK, – Credit Facility Lender under the Credit Agreement.
SECTION 1.1
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
Collateral Agent:
NATIONAL CITY BANK,
By:
Name:
Title:
Trustee:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By:
Name:
Title:
Acknowledged and Agreed:
Obligors:
FERRO CORPORATION
By:
Name: Thomas M. Gannon
Title: Chief Financial Officer
_____________
dt 1525878
;
Ferro
As referenced in this Collateral Sharing Agreement:
FERRO CORPORATION, – or assigns, the Collateral Agent), J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee under the Indentures described below (in such capacity, together with any successors or assigns, the Trustee), FERRO CORPORATION, an Ohio corporation (the Company), and each other Person listed on the signature pages hereto as an Obligor.
W I T N E S S E T H:
WHEREAS, _____________
Ferro Corporation
– Co., L.P.A.
P.O. Box 165020
Columbus, Ohio 43216-5020
Facsimile: 614-462-5135
Attn: Victoria E. Powers, Esq. and Eric M. Stoller, Esq.
If to the Company:
Ferro Corporation
1000 Lakeside Avenue
Cleveland, Ohio 44114
Attn: General Counsel
Fax: 216-875-7275
With copies to:
Baker & Hostetler LLP
1900 E. 9th St.
Suite 3200
Cleveland, Ohio 44114
_____________
FERRO CORPORATION – as of the date first written above.
Collateral Agent:
NATIONAL CITY BANK,
By:
Name:
Title:
Trustee:
J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION
By:
Name:
Title:
Acknowledged and Agreed:
Obligors:
FERRO CORPORATION
By:
Name: Thomas M. Gannon
Title: Chief Financial Officer
FERRO ELECTRONIC MATERIALS INC.
By:
Name: Rhonda S. Ferguson
Title: Assistant Secretary
FERRO PFANSTIEHL LABORATORIES, INC.
By:
Name: Rhonda S. _____________
dt 1542065
;
|
Keybank
As referenced in this Collateral Sharing Agreement:
Keybank Na – party thereto (the Credit Facility Lenders), Credit Suisse, Cayman Islands Branch, as the Term Loan Administrative Agent, National City, as the Revolving Loan Administrative Agent and the Collateral Agent, and Keybank Na tional Association, as the Documentation Agent, the Company, together with certain additional Obligors, has executed and delivered the Credit Facility Pledge Agreement in favor of the Collateral Agent whereby the _____________
dt 1367893
|
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 | 2004 |
Commercial Note: Demand Line of Credit
Commercial Note: Demand Line of Credit (21K)
Doc #349228: Click preview link for longer preview.
COMMERCIAL NOTE: DEMAND LINE OF CREDIT / One Month LIBOR Daily Indexed (OHIO)
Corporate Flex
Amount
City, State
Date
FOR BANK USE ONLY
$100,000,000.00
Mayfield Village, Ohio
June 15, 2004
Obligor #
Tax I. D. #
. . .
349228
|
National City
As referenced in this Commercial Note: Demand Line of Credit:
NATIONAL CITY BANK – Borrower), whose mailing address is 6300 Wilson Mills Road, Mayfield Village, Ohio 44143, Attention: Treasurer, hereby promise to pay to the order of NATIONAL CITY BANK (Bank), a national banking association having a banking office at 1900 East Ninth Street, Cleveland, Ohio 44114, Attention: Corporate Banking, Locator No. _____________
dt 719689
;
| |
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 | 2004 |
Commercial Note: Revolving Credit (Ohio)
Commercial Note: Revolving Credit (Ohio) (32K)
Doc #349237: Click preview link for longer preview.
COMMERCIAL NOTE: REVOLVING CREDIT (Ohio) One Month LIBOR Daily Indexed - Corporate Flex
{TABLE} {CAPTION} Amount City Date FOR BANK USE ONLY -------------------------------------------------------------------------------------------------- {S} {C} {C} {C} $10,000,000.00 CLEVELAND, OHIO JANUARY 27, 2004 Obligor # 7119497976 -------------------------------------------------------------------------------------------------- Tax I. D. # 34-0963169 -------------------------------------------------------------------------------------------------- Obligation # -------------------------------------------------------------------------------------------------- Office CORP. BANKING -------------------------------------------------------------------------------------------------- {/TABLE}
FOR VALUE RECEIVED, THE PROGRESSIVE CORPORATION ("BORROWER"), AN OHIO CORPORATION, whose mailing address is 6300 WILSON MILLS ROAD, MAYFIELD VILLAGE, OH 44143, hereby promises to pay to the order of National City Bank ("BANK"), a national banking association having a banking office at 1900 EAST 9TH STREET, CLEVELAND, OH 44114, Attention: Commercial Loan Division at the address specified on the bills received by Borrower from Bank (or at such other place as Bank may from time to time designate by written notice) in lawful money of the United States of America, the principal sum of TEN MILLION AND 00/100 DOLLARS or such lesser amount as may appear on this Note, or as may be entered in a loan account on Bank's books and records, or both, together with interest, all as provided below.
1. COMMITMENT. This Note evidences an arrangement (the "SUBJECT COMMITMENT") whereby Borrower may, on the date of this Note and thereafter until (but not including) January 26, 2005 (the "EXPIRATION DATE") or such earlier date upon which the Subject Commitment is terminated or reduced to zero, obtain from Bank, subject to the terms and conditions of this Note, such loans (each a "SUBJECT LOAN") as Borrower may from time to time properly request. The amount of the Subject Commitment shall be equal to the face amount of this Note, provided, that Borrower shall have the right, at any time and from time to time, to permanently reduce the amount of the Subject Commitment to any amount that is an integral multiple of ONE THOUSAND AND 00/100 DOLLARS ($1,000.00) (the "MINIMUM BORROWING AMOUNT") by giving Bank not less than one (1) Banking Day's prior notice (which shall be irrevocable) of the effective date of the reduction, provided, that no reduction in the amount of the Subject Commitment shall be effective if, after giving effect to that reduction, the aggregate unpaid principal balance of the Subject Loans would exceed the amount of the Subject Commitment as so reduced. Regardless of any fee or other consideration received by Bank, the Subject Commitment may be terminated pursuant to section 10.
2. FEES. Borrower shall pay Bank a commitment fee (a) in arrears on APRIL 1, 2004 and quarterly thereafter and upon the termination of the Subject Commitment or the reduction thereof to zero, (b) based on the average daily difference between the amount of the Subject Commitment and the aggregate unpaid principal balance of the Subject Loans during the period from the due date of the last such fee (or, if none, the date of this Note) to the due date of the fee in question, and (c) computed at the rate of 0.125% per annum.
1
{PAGE}
3. LOAN REQUESTS; DISBURSEMENT. A Subject Loan is properly requested if requested orally or in writing not later than 2:00 p. m., Banking-Office Time, of the Banking Day upon which that Subject Loan is to be made. Each request for a Subject Loan shall of itself constitute, both when made and when honored, a representation and warranty by Borrower to Bank that Borrower is entitled to obtain the requested Subject Loan. Bank is hereby irrevocably authorized to make an appropriate entry on this Note, in a loan account on Bank's books and records, or both, whenever Borrower obtains a Subject Loan. Each such entry shall be prima facie evidence of the data entered, but the making of such an entry shall not be a condition to Borrower's obligation to pay. Bank is hereby directed, absent notice from Borrower to the contrary, to disburse the proceeds of each Subject Loan to Borrower's general checking account with Bank. Bank shall have no duty to follow, nor any liability for, the application of any proceeds of any Subject Loan.
4. CONDITIONS: SUBJECT LOANS. Each Subject Loan shall be in an amount that is an integral multiple of the Minimum Borrowing Amount. Borrower shall not be entitled to obtain any Subject Loan (a) on or after the termination of the Subject Commitment or the reduction thereof to zero, (b) if either at the time of Borrower's request for that loan or when that request is honored there shall exist or would occur any Event of Default, (c) if any representation, warranty, or other statement (other than any expressly made as of a single date) made by any Person (other than Bank) in any Related Writing would, if made either as of the time of Borrower's request for that Subject Loan or as of the time when that request is honored, be untrue or incomplete in any respect, or (d) if after giving effect to that Subject Loan and all others for which requests are then pending, the aggregate unpaid principal balance of the Subject Loans would exceed the then amount of the Subject Commitment.
5. INTEREST. The unpaid principal balance of each Subject Loan shall at all times bear interest at the Contract Rate, provided, that so long as (a) any principal of any Subject Loan remains unpaid after Bank shall have given Borrower notice of demand for any such principal in accordance with the terms of this Note or after the commencement of any Proceeding with respect to Borrower, or (b) any accrued interest on any Subject Loan remains unpaid after the due date of that interest, then, and in each such case, all unpaid principal of this Note and all overdue interest on that principal shall bear interest at a fluctuating rate equal to two percent (2%) per annum above the Prime Rate; provided further, that in no event shall any principal of or interest on any Subject Loan bear interest at any time after the giving of any such notice or the commencement of any such Proceeding, whichever shall first occur, at a lesser rate than the rate applicable thereto immediately after the giving of that notice or the commencement of that Proceeding, as the case may be. The "CONTRACT RATE" shall be a fluctuating rate EQUAL to the PRIME RATE provided, that Borrower shall have the right from time to time to irrevocably elect a fluctuating rate equal to 0.375% per annum plus One Month LIBOR, provided, that in the event One Month LIBOR is unavailable as a result of Bank's good faith determination of the occurrence of one of the events specified in section 6, the "CONTRACT RATE" shall be a fluctuating rate EQUAL to the PRIME RATE. Interest on each Subject Loan shall be payable in arrears on April 1, 2004, and on the first (1st) day of each QUARTER thereafter, at Maturity and on demand thereafter. The
349237
|
National City
As referenced in this Commercial Note: Revolving Credit (Ohio):
National City Bank – AN OHIO
CORPORATION, whose mailing address is 6300 WILSON MILLS ROAD, MAYFIELD VILLAGE,
OH 44143, hereby promises to pay to the order of National City Bank ("BANK"), a
national banking association having a banking office at 1900 EAST 9TH STREET,
CLEVELAND, OH 44114, Attention: Commercial Loan Division at _____________
dt 719691
;
| |
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 | 2000 |
Commercial Note: Term Single Advance/One Month Libor Daily Indexed
Commercial Note: Term Single Advance/One Month Libor Daily Indexed (31K)
Doc #401560: Click preview link for longer preview.
COMMERCIAL NOTE: TERM SINGLE ADVANCE/One Month LIBOR Daily Indexed (IN) Corporate Flex ----------------- --------------------- ------------------- -------------------- Amount City, State Date FOR BANK USE ONLY -------------------- $826,557.52 Indianapolis, IN August 15, 2000 Obligor # ----------------- --------------------- ------------------- -------------------- Tax I. D. # -------------------- Obligation # -------------------- Office --------------------
FOR VALUE RECEIVED, PIERCE PLASTICS, INC. ("Borrower"), a Delaware corporation, whose mailing address is 57500 County Road 3, Elkhart, IN 46516, hereby promises to pay to the order of NATIONAL CITY BANK OF INDIANA ("Bank"), a national banking association having its banking office at One National City Center, 101 West Washington Street, Indianapolis, IN 46255, at the address specified on the bills received by Borrower from Bank (or at such other place as Bank may from time to time designate by written notice) in lawful money of the United States of America, the principal sum of
EIGHT HUNDRED TWENTY SIX THOUSAND FIVE HUNDRED FIFTY SEVEN AND 52/100 DOLLARS ($826,557.52)
or such lesser amount as may appear on this Note, or as may be entered in a loan account on Bank's books and records, or both, together with interest, all as provided below.
1. Commitment. This Note evidences an arrangement (the "Subject Commitment") whereby Borrower may, on the date of this Note and thereafter until (but not including) March 15, 2005 (the "Expiration Date") or such earlier date upon which the Subject Commitment is terminated or reduced to zero, obtain from Bank, subject to the terms and conditions of this Note, such loans (each a "Subject Loan") as Borrower may from time to time properly request. The amount of the Subject Commitment shall be equal to the face amount of this Note, provided, that Borrower shall have the right, at any time and from time to time, to permanently reduce the amount of the Subject Commitment to any amount that is an integral multiple of one thousand dollars ($1,000) (the "Minimum Borrowing Amount") by giving Bank not less than one (1) Banking Day's prior notice (which shall be irrevocable) of the effective date of the reduction, provided, that no reduction in the amount of the Subject Commitment shall be effective if, after giving effect to that reduction, the aggregate unpaid principal balance of the Subject Loans would exceed the amount of the Subject Commitment as so reduced. Regardless of any fee or other consideration received by Bank, the Subject Commitment may be terminated pursuant to section 11.
2. Fees. Borrower shall not be required to pay Bank a fee for the Subject Commitment.
3. Loan Requests; Disbursement. A Subject Loan is properly requested if requested orally or in writing not later than 2:00 p. m., Banking-Office Time, of the Banking Day upon which that Subject Loan is to be made. Each request for a Subject Loan shall of itself constitute, both when made and when honored, a representation and warranty by Borrower to Bank that Borrower is entitled to obtain the requested Subject Loan. Bank is hereby irrevocably authorized to make an appropriate entry on this Note, in a loan account on Bank's books and records, or both, whenever Borrower obtains a Subject Loan. Each such entry shall be prima facie evidence of the data entered, but the making of such an entry shall not be a condition to Borrower's obligation to pay. Bank is hereby directed, absent notice from Borrower to the contrary, to disburse the proceeds
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National City
As referenced in this Commercial Note: Term Single Advance/One Month Libor Daily Indexed:
NATIONAL CITY BANK – Office
--------------------
FOR VALUE RECEIVED, PIERCE PLASTICS, INC. ("Borrower"), a Delaware corporation,
whose mailing address is 57500 County Road 3, Elkhart, IN 46516, hereby promises
to pay to the order of NATIONAL CITY BANK OF INDIANA ("Bank"), a national
banking association having its banking office at One National City Center, 101
West Washington Street, Indianapolis, IN 46255, at the address specified on the
bills _____________
dt 1019222
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Atlantis Plastic
As referenced in this Commercial Note: Term Single Advance/One Month Libor Daily Indexed:
(Atlantis Plastics, Inc – after the end of each quarterly
period, a balance sheet, income statement and surplus reconciliation for the
appropriate year to date certified by an appropriate officer of Borrower;
(c) Guarantor (Atlantis Plastics, Inc .) will furnish to Bank within 120 days
after the end of each fiscal year, an Audited annual report of the Guarantor,
(d) Guarantor (Atlantis Plastics, Inc.) will not, during _____________
(Atlantis Plastics, Inc – of Borrower;
(c) Guarantor (Atlantis Plastics, Inc.) will furnish to Bank within 120 days
after the end of each fiscal year, an Audited annual report of the Guarantor,
(d) Guarantor (Atlantis Plastics, Inc .) will not, during any fiscal year of
Guarantor (commencing with the present fiscal year), suffer or permit the ratio
of (a) the aggregate of its net income for that _____________
dt 1417945
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 | 2000 |
Commitment Letter
Commitment Letter (48K)
Doc #1597606: Click preview link for longer preview.
Commitment Letter
-----------------
August 10, 2000
Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Attention: Christopher Lacovara
Christopher Anderson
Gentlemen:
You have advised National City Bank ("National City") that a holding
-------------
company formed by Kohlberg & Company, LLC, on behalf of its investment fund
Kohlberg Investors III, L.P., ("Kohlberg") intends to form KBII Acquisition
. . .
1597606
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National City
As referenced in this Commitment Letter:
National City Bank – 10, 2000
EXHIBIT (b)(1)
Commitment Letter
-----------------
August 10, 2000
Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Attention: Christopher Lacovara
Christopher Anderson
Gentlemen:
You have advised National City Bank ("National City") that a holding
-------------
company formed by Kohlberg & Company, LLC, on behalf of its investment fund
Kohlberg Investors III, L.P., ("Kohlberg") intends to form KBII Acquisition
--------
Company, _____________
NATIONAL CITY BANK
– set forth herein, and vi)
October 31, 2000.
National City is pleased to have been given the opportunity to assist you
in connection with this important financing.
Very truly yours,
NATIONAL CITY BANK
By: /s/ Julie I. Sabroff
--------------------------------
Name: Julie I. Sabroff
Title: Vice President
Accepted and agreed to as of
the date first written above by:
KOHLBERG & COMPANY, L.L.C.
_____________
NATIONAL CITY BANK
– b) as may be compelled in a judicial or
administrative proceeding or as otherwise required by law (in which case you
agree to inform us promptly thereof).
Very truly yours,
NATIONAL CITY BANK
By: /s/ Julie I. Sabroff
-------------------------
Name: Julie I. Sabroff
Title: Vice President
Accepted and agreed to as of
the date first written above by:
KOHLBERG & COMPANY, L.L.C.
_____________
National City Bank – and any material
Subsidiaries, as appropriate (the "Borrower").
Guarantors: KBII Holdings, Inc. and all existing and hereinafter
acquired non-borrowing operating subsidiaries of the
Borrower as appropriate (the "Guarantors").
Agent: National City Bank ("National City" or the "Agent").
Lenders: The Agent and lending institutions acceptable to the
Agent and the Borrower (collectively, the "Lenders").
Syndication The Agent will, in consultation with the _____________
dt 1680947
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ISDA
As referenced in this Commitment Letter:
ISDA – to
the extent of such institution's credit exposure. Such
institution shall calculate its credit exposure in a
reasonable and customary manner.
Documentation for interest rate protection shall conform
to ISDA standards and must be acceptable to the Agent
with respect to inter-creditor issues.
Yield Protection: The Borrower shall pay the Lenders such additional
amounts as will compensate the _____________
dt 1670768
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 | 2000 |
Commitment Letter
Commitment Letter (48K)
Doc #1922877: Click preview link for longer preview.
Commitment Letter
-----------------
August 10, 2000
Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Attention: Christopher Lacovara
Christopher Anderson
Gentlemen:
You have advised National City Bank ("National City") that a holding
-------------
company formed by Kohlberg & Company, LLC, on behalf of its investment fund
Kohlberg Investors III, L.P., ("Kohlberg") intends to form KBII . . .
1922877
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National City
As referenced in this Commitment Letter:
National City Bank – 10, 2000
{TEXT}
{PAGE}
EXHIBIT (b)(1)
Commitment Letter
-----------------
August 10, 2000
Kohlberg & Company
111 Radio Circle
Mt. Kisco, NY 10549
Attention: Christopher Lacovara
Christopher Anderson
Gentlemen:
You have advised National City Bank ("National City") that a holding
-------------
company formed by Kohlberg & Company, LLC, on behalf of its investment fund
Kohlberg Investors III, L.P., ("Kohlberg") intends to form KBII Acquisition
--------
Company, _____________
NATIONAL CITY BANK
– set forth herein, and vi)
October 31, 2000.
National City is pleased to have been given the opportunity to assist you
in connection with this important financing.
Very truly yours,
NATIONAL CITY BANK
By: /s/ Julie I. Sabroff
--------------------------------
Name: Julie I. Sabroff
Title: Vice President
Accepted and agreed to as of
the date first written above by:
KOHLBERG & COMPANY, L.L.C.
_____________
NATIONAL CITY BANK
– b) as may be compelled in a judicial or
administrative proceeding or as otherwise required by law (in which case you
agree to inform us promptly thereof).
Very truly yours,
NATIONAL CITY BANK
By: /s/ Julie I. Sabroff
-------------------------
Name: Julie I. Sabroff
Title: Vice President
Accepted and agreed to as of
the date first written above by:
KOHLBERG & COMPANY, L.L.C.
_____________
National City Bank – and any material
Subsidiaries, as appropriate (the "Borrower").
Guarantors: KBII Holdings, Inc. and all existing and hereinafter
acquired non-borrowing operating subsidiaries of the
Borrower as appropriate (the "Guarantors").
Agent: National City Bank ("National City" or the "Agent").
Lenders: The Agent and lending institutions acceptable to the
Agent and the Borrower (collectively, the "Lenders").
Syndication The Agent will, in consultation with the _____________
dt 1525773
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ISDA
As referenced in this Commitment Letter:
ISDA – to
the extent of such institution's credit exposure. Such
institution shall calculate its credit exposure in a
reasonable and customary manner.
Documentation for interest rate protection shall conform
to ISDA standards and must be acceptable to the Agent
with respect to inter-creditor issues.
Yield Protection: The Borrower shall pay the Lenders such additional
amounts as will compensate the _____________
dt 1603980
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 | 2006 |
Commitment Letter
Commitment Letter (16K)
Doc #2172365: Click preview link for longer preview.
Commitment Letter
March 22, 2006
Brazos Private Equity Partners, LLC 100 Crescent Court, Suite 1777 Dallas, TX 75201
Attention:
Patrick K. McGee
Principal
Ladies and Gentlemen,
You have advised National City Bank (?National City?) that a new corporation (the ?Borrower?) formed by Brazos Private Equity Partners, LLC (?Brazos?) intends to purchase the stock (the ?Acquisition?) of Morton Industrial Group, Inc. In connection therewith, you have requested that National City arrange and syndicate senior credit . . .
2172365
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National City
As referenced in this Commitment Letter:
National City Bank – 1
Commitment Letter
March 22, 2006
Brazos Private Equity Partners, LLC
100 Crescent Court, Suite 1777
Dallas, TX 75201
Attention:
Patrick K. McGee
Principal
Ladies and Gentlemen,
You have advised National City Bank (National City) that a new corporation (the Borrower) formed by Brazos Private Equity Partners, LLC (Brazos) intends to purchase the stock (the Acquisition) of Morton Industrial Group, Inc. In _____________
NATIONAL CITY BANK
– the Term Sheet; and (iv) September 30, 2006.
National City is pleased to have been given the opportunity to assist you in connection with this important financing.
Very truly yours,
NATIONAL CITY BANK
By:
/s/ R H Michalik
Name:
Richard H. Michalik
Title:
Senior Vice President
By:
/s/ J Platek
Name:
John Platek
Title:
Director
Accepted and agreed to as of
the _____________
dt 1525959
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Morton
As referenced in this Commitment Letter:
Morton Industrial Group, Inc – You have advised National City Bank (National City) that a new corporation (the Borrower) formed by Brazos Private Equity Partners, LLC (Brazos) intends to purchase the stock (the Acquisition) of Morton Industrial Group, Inc . In connection therewith, you have requested that National City arrange and syndicate senior credit facilities in an aggregate amount of $62,000,000 (the Credit Facilities) as described in _____________
Morton Industrial Group, Inc – any of their terms or substance shall be disclosed, directly or indirectly, to any other person or entity except (a) to your officers and agents, the Board of Directors of Morton Industrial Group, Inc . and your advisors (excluding commercial lenders) who are directly involved in the consideration of the transactions contemplated by this Commitment Letter and (b) as may be compelled in a _____________
dt 1521695
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 | 2006 |
Commitment Letter
Commitment Letter (38K)
Doc #2264294: Click preview link for longer preview.
Commitment Letter
March 22, 2006
Brazos Private Equity Partners, LLC 100 Crescent Court, Suite 1777 Dallas, TX 75201
Attention:
Patrick K. McGee
Principal
Ladies and Gentlemen,
You have advised National City Bank (?National City?) that a new corporation (the ?Borrower?) formed by Brazos Private Equity Partners, LLC (?Brazos?) intends to purchase the stock (the ?Acquisition?) of Morton Industrial Group, Inc. In connection therewith, you have requested that National City arrange and syndicate senior credit . . .
2264294
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National City
As referenced in this Commitment Letter:
National City Bank – 1
Commitment Letter
March 22, 2006
Brazos Private Equity Partners, LLC
100 Crescent Court, Suite 1777
Dallas, TX 75201
Attention:
Patrick K. McGee
Principal
Ladies and Gentlemen,
You have advised National City Bank (National City) that a new corporation (the Borrower) formed by Brazos Private Equity Partners, LLC (Brazos) intends to purchase the stock (the Acquisition) of Morton Industrial Group, Inc. In _____________
NATIONAL CITY BANK
– the Term Sheet; and (iv) September 30, 2006.
National City is pleased to have been given the opportunity to assist you in connection with this important financing.
Very truly yours,
NATIONAL CITY BANK
By:
/s/ R H Michalik
Name:
Richard H. Michalik
Title:
Senior Vice President
By:
/s/ J Platek
Name:
John Platek
Title:
Director
Accepted and agreed to as of
the _____________
National City Bank – Morton Industrial Group, Inc. and subsidiaries of Morton as applicable (collectively, Morton).
Guarantors:
All existing and hereinafter created or acquired subsidiaries of the Borrower (the Guarantors).
Agent and Lead Arranger:
National City Bank (in such capacity, the Agent).
Lenders:
The Agent and lending institutions acceptable to the Agent and the Borrower (collectively, the Lenders).
Syndication Management:
The Agent will, in consultation with _____________
National City Bank – on the aggregate face amount of the outstanding Letters of Credit. In addition, the Borrower shall pay a Letter of Credit facing fee of 12.5 bps per annum to National City Bank as the fronting bank, payable quarterly in arrears, and other customary fees and charges of National City for the issuance and amendment of, and drawings under Letters of Credit.
Interest:
_____________
dt 1525996
;
Morton
As referenced in this Commitment Letter:
Morton Industrial Group, Inc – You have advised National City Bank (National City) that a new corporation (the Borrower) formed by Brazos Private Equity Partners, LLC (Brazos) intends to purchase the stock (the Acquisition) of Morton Industrial Group, Inc . In connection therewith, you have requested that National City arrange and syndicate senior credit facilities in an aggregate amount of $62,000,000 (the Credit Facilities) as described in _____________
Morton Industrial Group, Inc – any of their terms or substance shall be disclosed, directly or indirectly, to any other person or entity except (a) to your officers and agents, the Board of Directors of Morton Industrial Group, Inc . and your advisors (excluding commercial lenders) who are directly involved in the consideration of the transactions contemplated by this Commitment Letter and (b) as may be compelled in a _____________
Morton Industrial Group, Inc – and agreed to as of
the date first written above by:
BRAZOS PRIVATE EQUITY PARTNERS, LLC
By:
/s/ Patrick K. McGee
Name:
Patrick K. McGee
Title:
Authorized Officer
5
Confidential
Morton Industrial Group, Inc .
Summary of Terms and Conditions
Borrower:
MMC Precision Merger Corp. (the Borrower), a corporation created for the purpose of acquiring the stock of Morton Industrial Group, Inc. and subsidiaries _____________
Morton Industrial Group, Inc – Officer
5
Confidential
Morton Industrial Group, Inc.
Summary of Terms and Conditions
Borrower:
MMC Precision Merger Corp. (the Borrower), a corporation created for the purpose of acquiring the stock of Morton Industrial Group, Inc . and subsidiaries of Morton as applicable (collectively, Morton).
Guarantors:
All existing and hereinafter created or acquired subsidiaries of the Borrower (the Guarantors).
Agent and Lead Arranger:
National City Bank ( _____________
dt 1521696
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ISDA
As referenced in this Commitment Letter:
ISDA – and collateral that is pari passu with that of the Lenders to the extent of such institutions credit exposure under such agreement. Documentation for interest rate protection shall conform to ISDA standards and shall be reasonably acceptable to the Agent.
Yield Protection:
The Borrower shall pay the Lenders such additional amounts as will compensate the Lenders in the event applicable _____________
dt 1604057
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 | 2002 |
Common Stock and Warrant Purchase Agreement
Common Stock and Warrant Purchase Agreement (87K)
Doc #245558: Click preview link for longer preview.
COMMON STOCK AND WARRANT PURCHASE AGREEMENT
THIS AGREEMENT is made as of April 18, 2002, among RENT-WAY, INC. (the "Company"), a corporation organized under the laws of Pennsylvania, with its principal offices at One Rent Way Place, Erie, Pennsylvania 16505 and CALM WATERS PARTNERSHIP, a general partnership organized under the laws of Wisconsin, with its principal offices at 100 Heritage Reserve, Menomonee Falls, Wisconsin 53051, Walter H. Morris and Charles A. Paquelet (a "Purchaser").
WHEREAS, subject to the terms and conditions of this Agreement, the Company wishes to sell to each Purchaser, and each Purchaser for its or his own account agrees to purchase from the Company, (i) shares of the Company's common stock, without par value (the "Common Stock") and (ii) warrants to acquire shares of Common Stock.
NOW, THEREFORE, in consideration of the mutual covenants contained in this Agreement, the Company and each Purchaser agree as follows:
SECTION 1. AUTHORIZATION OF SALE OF SHARES AND WARRANTS.
Subject to the terms and conditions of this Agreement, the Company has authorized (i) the sale on the date hereof of (A) 1,000,000 shares of Common Stock (the "Initial Shares") and (B) a warrant to purchase 100,000 shares of Common Stock at an exercise price per share equal to the greater of (1) 105% of the last reported sale price of Common Stock on the New York Stock Exchange (the "NYSE") on the day immediately preceding the date hereof and (2) $1.50 (the "Initial Warrant") and (ii) the sale on the Second Closing Date (as defined below) of (A) 2,640,000 shares of Common Stock (the "Additional Shares" and, together with the Initial Shares, the "Purchased Shares") and (B) a warrant to purchase 250,000 shares of Common Stock at an exercise price equal to the greater of (1) 105% of the last reported sale price of Common Stock on the NYSE on the day immediately preceding the Second Closing Date and (2) $1.50, with both the number of the Additional Shares and the purchase price thereof and the number of shares subject to such warrant and the exercise price thereof subject to adjustment to the same extent as the number of shares of Common Stock issuable upon exercise thereof and the Exercise Price thereunder would be adjusted if the Additional Shares and such warrant were issued on the date hereof (the "Additional Warrant" and, together with the Initial Warrant, the "Warrants"). Each of the Warrants shall be in substantially the form of Exhibit A annexed hereto, and shall be exercisable at any time during the 2-year period from their respective date of issuance. The Initial Shares and the Initial Warrant and the Initial Purchase Price (as defined below) payable in accordance with Section 2 hereof shall be allocated among the Purchasers as set forth on Schedule 1 annexed hereto and, except as may be expressly provided otherwise in a writing executed by Calm Waters Partnership and delivered to the Company prior to or at the Second Closing, the Additional Shares and the Additional Warrant and the Second Purchase Price (as defined below) payable in accordance with Section 2 hereof shall be allocated among, the Purchasers as set forth in Schedule 1 annexed hereto.
SECTION 2. AGREEMENT TO SELL AND PURCHASE.
(a) Initial Closing Date. Subject to the conditions contained in Section 3(a) hereof, on the earlier to occur of the first day on which the condition contained in Section 3(a)(ii)(E) is satisfied or April 31, 2002 (the "Initial Closing Date"), the Company shall sell to each Purchaser, and each Purchaser for its or his own account shall purchase from the Company, upon the terms and conditions set forth herein, the Initial Shares and the Initial Warrant in the respective amounts allocated pursuant to Section 1 hereof. On the Initial Closing Date, (i) the Company shall deliver to each Purchaser one or more certificates representing the Initial Shares and the Initial Warrant in the amount so allocated to such Purchaser, each registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser and (ii) such Purchaser shall pay to the Company the portion of the sum of $6,000,000 (the "Initial Purchase Price") allocated to such Purchaser pursuant to Section 1 hereof by wire transfer of immediately available funds to an account designated by the Company.
(b) Second Closing Date. Subject to the conditions contained in Section 3(b) hereof, on the earlier to occur of the closing of the Refinancing (as defined below) or December 31, 2002 (the "Second Closing Date"), the Company shall sell to each Purchaser, and each Purchaser for its or his own account shall buy from the Company, upon the terms and conditions set forth herein, the Additional Shares and the Additional Warrant in the respective amounts allocated pursuant to Section 1 hereof. On the Second Closing Date, (i) the Company shall deliver to each Purchaser one or more certificates representing the Additional Shares and the Additional Warrant in the amount so allocated to such Purchaser, each registered in the name of such Purchaser, or in such nominee name(s) as designated by such Purchaser and (ii) such Purchaser shall pay to the Company the sum of $16,500,000 (the "Additional Purchase Price") allocated to such Purchaser pursuant to Section 1 hereof by wire transfer of immediately available funds to an account designated by the Company.
SECTION 3. CONDITIONS TO CLOSING.
(a) Conditions to Initial Closing. -----------------------------
(i) The Company's obligation to complete the purchase and sale of the Initial Shares and the Initial Warrant on the Initial Closing Date shall be subject to the accuracy on the date hereof, in all material respects, of the representations and warranties made by each Purchaser in Section 6 hereof; and
(ii) Each Purchaser's obligation to accept delivery of the Initial Shares and the Initial Warrant, and to pay the Initial Purchase Price, allocated to such Purchaser pursuant to Section 1 hereof shall be subject to the following conditions:
(A) the delivery of the Initial Shares and the Initial Warrant allocated to each Purchaser pursuant to Section 1 hereof by the Company to such Purchaser as contemplated by Section 2(a) hereof;
(B) the accuracy on the Initial Closing Date of the representations and warranties made by the Company in Section 5 hereof qualified as to materiality, the accuracy on the Initial Closing Date of the representations and warranties made by the Company in Section 5 hereof not qualified as to materiality, other than Section 5(j) hereof, in all material respects, and the accuracy of the representation on the Initial Closing Date of the representations and warranties made by the Company in Section 5(j) hereof;
(C) the approval of the transactions contemplated hereby by the Company's Board of Directors and the continuing effect of such approval;
(D) the delivery to each Purchaser of a certificate, dated the Initial Closing Date and duly executed by a duly authorized officer of the Company, certifying, with respect to the Company, as to such approval and its continuing effect;
(E) the listing of the Purchased Shares and the shares of Common Stock issuable upon exercise of any of the Warrants upon the NYSE (or, as may be applicable, upon each national securities exchange or automated quotation system, if any, upon which shares of Common Stock are then listed) (subject to official notice of issuance upon exercise of a Warrant), all costs and expenses incurred in connection with such listing to have been paid by the Company;
(F) the delivery to each Purchaser of the registration rights agreement in the form of Exhibit B annexed hereto, dated the Initial Closing Date and duly executed by a duly authorized officer of the Company (the "Registration Rights Agreement"); and
(G) An opinion, dated the Closing Date, of Hodgson Russ Attorneys LLP, in the form of Exhibit C.
245558
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National City
As referenced in this Common Stock and Warrant Purchase Agreement:
National City
Bank – the
Credit Agreement dated as of September 23, 1999 among the Company,
Rent-Way of TTIG, L.P., the Lenders (as defined therein), National City
Bank of Pennsylvania, as Administrative Agent, Bank of America, N.A.,
as Documentation Agent, and Harris Trust and Savings Bank, as
Syndication Agent, as _____________
dt 103767
;
Rent-Way
As referenced in this Common Stock and Warrant Purchase Agreement:
RENT-WAY, – STOCK AND WARRANT PURCHASE AGREEMENT
THIS AGREEMENT is made as of April 18, 2002, among RENT-WAY, INC. (the
"Company"), a corporation organized under the laws of Pennsylvania, with its
principal . . .
Rent-Way – Common
Stock or securities convertible to such shares in connection with
settlement of In re Rent-Way Securities Litigation (Civil No. 00-323
Erie) will not be deemed a breach of the . . .
Rent-Way – Bank Debt") under the
Credit Agreement dated as of September 23, 1999 among the Company,
Rent-Way of TTIG, L.P., the Lenders (as defined therein), National City
Bank of Pennsylvania, as . . .
Rent-Way – G) the absence of any event or circumstance, other
than the litigation entitled In Re Rent-Way Securities Litigation
(Civil No. 00-323 Erie), which has occurred or existed since December
31, . . .
Rent-Way – s end);
(I) in the event a Final Judgment in the litigation
entitled In Re Rent-Way Securities Litigation (Civil No. 00-323 Erie)
has not then been entered, the absence of . . .
dt 71370
;
BofA
As referenced in this Common Stock and Warrant Purchase Agreement:
Bank of America, – L.P., the Lenders (as defined therein), National City
Bank of Pennsylvania, as Administrative Agent, Bank of America, N.A.,
as Documentation Agent, and Harris Trust and Savings Bank, as
Syndication Agent, _____________
dt 72955
;
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Godfrey & Kahn
As referenced in this Common Stock and Warrant Purchase Agreement:
Godfrey & Kahn, – Company (by its legal counsel, Hodgson Russ, LLP) to Calm Waters
Partnership's legal counsel, Godfrey & Kahn, S.C.;
(K) the absence of the imposition of any one or more
fines . . .
Godfrey & Kahn, – regarding NERA Report. The Company accurately disclosed
orally to Calm Waters Partnership's legal counsel, Godfrey & Kahn, S.C. the
respective amounts of Company's potential liability for damages and penalties
. . .
Godfrey & Kahn, – 100 Heritage Reserve
Menomonee Falls, Wisconsin 53051
Telecopier: (414) 359-3301
with a copy to:
Godfrey & Kahn, S.C.
780 North Water Street
Milwaukee, Wisconsin 53202-3590
Attention: Kenneth C. Hunt, . . .
dt 72560
;
Hodgson Russ
As referenced in this Common Stock and Warrant Purchase Agreement:
Hodgson
Russ – the Company (the "Registration Rights Agreement"); and
(G) An opinion, dated the Closing Date, of Hodgson
Russ Attorneys LLP, in the form of Exhibit C.
(b) Conditions to Second Closing.
----------------------------
(i) . . .
Hodgson Russ – in the NERA December Report and disclosed orally by the
Company (by its legal counsel, Hodgson Russ , LLP) to Calm Waters
Partnership's legal counsel, Godfrey & Kahn, S.C.;
(K) the . . .
Hodgson Russ – RentWay Place
Erie, Pennsylvania 16505
Attention: President
Telecopier: (814) 455-5378
with a copy to:
Hodgson Russ LLP
One M&T Plaza, Suite 2000
Buffalo, New York 14203-2391
Attention: John . . .
dt 72607
;
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 | 2003 |
Common Terms Agreement
Common Terms Agreement (379K)
Doc #166815: Click preview link for longer preview.
COMMON TERMS AGREEMENT
COMMON TERMS AGREEMENT dated as of February 21, 2003 made by and among:
ALLEGHENY ENERGY SUPPLY COMPANY, LLC, a Delaware limited liability company (the "Borrower");
Each of the Persons (as hereinafter defined) (other than the Borrower) listed on the signature pages hereto as a Grantor (the Borrower and the Persons so listed being, collectively, the "Grantors");
Each of the institutions listed on the signature pages hereto as a Refinancing Lender (as hereinafter defined) and any additional Refinancing Lender that becomes a party to the Refinancing Credit Agreement (as hereinafter defined) in accordance with the terms of the Refinancing Credit Agreement and this Agreement (as hereinafter defined), in either case for so long as such institution continues to be a party to the Refinancing Credit Agreement;
Each of the institutions listed on the signature pages hereto as a New Money Lender (as hereinafter defined) and any additional New Money Lender that becomes a party to the New Money Credit Agreement (as hereinafter defined) in accordance with the terms of the New Money Credit Agreement and this Agreement, in either case for so long as such institution continues to be a party to the New Money Credit Agreement;
Each of the institutions listed on the signature pages hereto as a Springdale Lender (as hereinafter defined) and any additional Springdale Lender that becomes a party to the Springdale Credit Agreement (as hereinafter defined) in accordance with the terms of the Springdale Credit Agreement and this Agreement, in either case for so long as such institution continues to be a party to the Springdale Credit Agreement;
BANK ONE, NA ("Bank One"), as the issuing bank for letters of credit pursuant to the Refinancing Credit Agreement (in such capacity, the "Refinancing Issuing Bank");
CITIBANK, N.A. ("Citibank"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Refinancing Lenders and the Refinancing Issuing Bank (in such capacity, the "Refinancing Lender Agent ") and (b) administrative agent for the New Money Lenders (in such capacity, "New Money Lender Agent");
THE BANK OF NOVA SCOTIA ("Scotia"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Springdale Lenders (in such capacity, the "Springdale Lender Agent") and (b) documentation agent for the Lenders (as hereinafter defined) (in such capacity, the "Documentation Agent"); and
JPMORGAN CHASE BANK ("JPMC"), not in its individual capacity except as expressly set forth herein but solely as syndication agent on behalf and for the benefit of the Lenders (in such capacity, the "Syndication Agent").
PRELIMINARY STATEMENTS
(1) As of the date hereof, the Borrower is indebted to certain banks and institutions (the "Existing Lenders") pursuant to one or more of the agreements listed in Part A of Schedule I (collectively, the "Existing Lender Debt Documents"), and the aggregate principal amount owed as of the date hereof to each Existing Lender under the Existing Lender Debt Documents is set forth in Part B of Schedule I opposite the name of such Existing Lender (all such amounts, collectively, the "Existing Lender Debt").
(2) As of the date hereof, one or more letters of credit, as listed in Part C of Schedule I (collectively, the "Existing Letters of Credit") have been issued for the account of the Borrower, and the amount as of the date hereof available for drawing(s) under each Existing Letter of Credit is set forth in Part D of Schedule I opposite such Existing Letter of Credit.
(3) As of the date hereof, (a) Power Trust 2000-A is indebted to certain banks and institutions (the "Existing Springdale Lenders") pursuant to one or more of the agreements listed in Part E-1 of Schedule I (collectively, the "Existing Springdale Debt Documents"), and the aggregate principal amount owed as of the date hereof to each Existing Springdale Lender under the Existing Springdale Debt Documents is set forth in Part F-1 of Schedule I opposite the name of such Existing Springdale Lender (all such amounts, collectively, the "Existing Springdale Debt") and (b) certain banks and institutions are the owners of equity in Power Trust 2000-A (the "Springdale Equity Participants") pursuant to one or more of the agreements listed in Part E-2 of Schedule I (collectively, the "Existing Springdale Equity Documents", and together with the Existing Springdale Debt Documents, the "Existing Springdale Documents"), and the aggregate principal amount owed as of the date hereof to each Springdale Equity Participant under the Existing Springdale Equity Documents is set forth in Part F-2 of Schedule I opposite the name of such Springdale Equity Participant (all such amounts, collectively, the "Existing Springdale Equity Participations", and together with the Existing Springdale Debt, the "Existing Springdale Lease Participations").
(4) The Borrower has given notice to Power Trust 2000-A of the exercise by the Borrower of its Purchase Option (as defined in the Springdale Participation Agreement (as hereinafter defined)) for the purpose of recognizing the Springdale Plant (as hereinafter defined) as its owned capital assets for all purposes, and in accordance therewith, record title for the Springdale Plant will be in the name of the Borrower, and the original intent of the Springdale Lease Documents (as hereinafter defined) will continue as follows: the Borrower will be recognized as the owner of the Springdale Plant for federal and state income tax purposes and bankruptcy purposes, and this Agreement and the other Financing Documents (as hereinafter defined) will continue the lien on the Borrower's interest in the Springdale Plant for the benefit of the Springdale Lenders.
166815
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National City
As referenced in this Common Terms Agreement:
NATIONAL CITY BANK – President
CIBC INC.,
as Refinancing Lender and as New Money
Lender
By /s/ CHARLES D. MULKEEN
Name: Charles D. Mulkeen
Title: Executive Director
NATIONAL CITY BANK OF
PENNSYLVANIA,
as Refinancing Lender and as New Money
Lender
By /s/ SUSAN J. DIMMICK
Name: Susan J. Dimmick
Title: Vice President
CREDIT _____________
dt 103570
;
ABN AMRO Bank
As referenced in this Common Terms Agreement:
ABN AMRO BANK – Ryan
Title: Vice President
By /s/ S. WILLIAM FOX
Name: S. William Fox
Title: Director
ABN AMRO BANK N.V.,
as Refinancing Lender and as New Money
Lender
By /s/ NEIL J. BIVONA
dt 45258
;
Allegheny Energy
As referenced in this Common Terms Agreement:
Allegheny Energy, Inc – Edison Company, as amended, modified or supplemented from time to time.
"OVEC Interest" means the rights and interests of the Borrower in, to and under the OVEC Agreement.
"Parent" means Allegheny Energy, Inc ., a Maryland corporation.
"Partial Sale" means (a) any Sale by a Loan Party of some, but not all, of its ownership interest in any electric generating plant which is _____________
dt 1558566
;
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Citibank
As referenced in this Common Terms Agreement:
CITIBANK, N.A. – EACH OF THE REFINANCING LENDERS,
EACH OF THE NEW MONEY LENDERS,
EACH OF THE SPRINGDALE LENDERS,
BANK ONE, NA,
as Refinancing Issuing Bank,
CITIBANK, N.A. ,
as Refinancing Lender Agent and New Money Lender Agent,
THE BANK OF NOVA SCOTIA,
as Springdale Lender Agent and Documentation Agent,
AND
_____________
CITIBANK, N.A. – Bank One"), as the issuing bank for letters of credit pursuant to the Refinancing Credit Agreement (in such capacity, the "Refinancing Issuing Bank");
CITIBANK, N.A. ("Citibank"), not in its individual capacity except as expressly set forth herein but solely as (a) administrative agent for the Refinancing Lenders _____________
CITIBANK, N.A. – Title: Authorized Agent
KZH SOLEIL-2 LLC,
as New Money Lender
By SUSAN LEE
Name: Susan Lee
Title: Authorized Agent
Address for Notices: CITIBANK, N.A. ,
Two Penns Way - Suite 200 as Refinancing Lender Agent and as New Money
Castle, DE 19720 Lender Agent
Attn: Kimberly Eidam-Melendez
_____________
Citibank, N.A. – to any Lien in favor of the Collateral Agent for the benefit of the Secured Parties under any Collateral Document.
"Collateral Agent" means Citibank, N.A. , not in its individual capacity except as otherwise expressly provided in any Financing Document, but solely as collateral agent on behalf of _____________
Citibank, N.A. – described in that Open-End Mortgage and Security Agreement, Assignment of Rents and Financing Statement, delivered by Allegheny Energy Supply Company, LLC, to Citibank, N.A. , as Collateral Agent, and in Allegheny County, Pennsylvania.
"Springdale Special Draw Agent" has the meaning set forth in the Security Agreement.
"Subsidiary" _____________
dt 146057
;
Citicorp USA
As referenced in this Common Terms Agreement:
CITICORP USA, INC – 301-665-2715
Fax: 301-665-2751
e-mail: rbinder@alleghenyenergy.com
By /s/ REGIS F. BINDER
Name: Regis F. Binder
Title: Treasurer
CITICORP USA, INC .,
as Refinancing Lender, as New Money Lender
and as Springdale Lender
By /s/ ROBERT J. HARRITY, JR.
Name: Robert J. Harrity, Jr.
_____________
dt 164987
;
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 | 2001 |
Consent Agreement
Consent Agreement (101K)
Doc #1592769: Click preview link for longer preview.
EXHBIT 10.29
CONSENT AGREEMENT
July 31, 2000
South Central Pool Supply, Inc.
109 Northpark Boulevard
Covington, Louisiana 70433-5070
Attention: Craig Hubbard
Ladies and Gentlemen:
Reference hereby is made to that certain Third Amended and Restated Credit Agreement dated as of
December 31, 1997 (as the same has been and further may be amended, modified, supplemented or restated from time
to time, the "Credit . . .
1592769
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National City
As referenced in this Consent Agreement:
NATIONAL CITY BANK, – of the day and year first above
written.
LASALLE BANK NATIONAL ASSOCIATION, as a Lender and as Agent
By: /S/
Its:
HIBERNIA NATIONAL BANK, as a Lender
By: /S/
Its:
NATIONAL CITY BANK, as a Lender
By: /S/
Its:
BANK ONE, N.A., formerly known as THE FIRST NATIONAL BANK OF
CHICAGO, as a Lender
By: /S/
Its:
AGREED AND ACKNOWLEDGED THIS
_____________
dt 1525585
;
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First National
As referenced in this Consent Agreement:
FIRST NATIONAL BANK OF
CHICAGO, – Agent
By: /S/
Its:
HIBERNIA NATIONAL BANK, as a Lender
By: /S/
Its:
NATIONAL CITY BANK, as a Lender
By: /S/
Its:
BANK ONE, N.A., formerly known as THE FIRST NATIONAL BANK OF
CHICAGO, as a Lender
By: /S/
Its:
AGREED AND ACKNOWLEDGED THIS
31 Day of July, 2000
SOUTH CENTRAL POOL SUPPLY, INC.
By: /S/
Its:
SCP POOL CORPORATION
By: /S/
Its:
_____________
dt 1532761
;
Katten Muchin
As referenced in this Consent Agreement:
Katten Muchin – 504) 582-8012
if to the Agent:
LaSalle Bank National Association
135 South LaSalle Street
Chicago, Illinois 60603
Attn.: John Thurston
Facsimile No.: (312) 904-6225
with a copy to:
Katten Muchin Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois 60661
Attn: Stuart P. Shulruff, Esq.
Facsimile No.: (312) 902-1061
22. Amendments, Waivers and Consents. No amendment or waiver _____________
dt 1411146
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