Preview
Full Doc
 | 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
|
Preview
Full Doc
| 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
;
| |
Preview
Full Doc
| 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
;
| |
Preview
Full Doc
| 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
401560
|
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
;
|
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
|
Preview
Full Doc
| 2000 |
Continuing Guaranty
Continuing Guaranty (16K)
Doc #1169028: Click preview link for longer preview.
CONTINUING GUARANTY
In consideration of credit which NATIONAL CITY BANK OF INDIANA, a
national banking association ("Bank"), may from time to time extend to
_________________________________________, an individual ("Debtor"), the
undersigned hereby unconditionally guarantees to Bank, its successors and
assigns, the payment when due, whether by acceleration or otherwise, without
presentment or demand, protest, notice of dishonor, or diligence in collection
and with a right of set-off against the undersigned, together with costs of
collection and reasonable . . .
1169028
|
National City
As referenced in this Continuing Guaranty:
NATIONAL CITY BANK – 5
<FILENAME>ex10-u.txt
<DESCRIPTION>FORMS OF GUARANTEES
<TEXT>
<PAGE> 1
EXHIBIT 10(u)
CONTINUING GUARANTY
In consideration of credit which NATIONAL CITY BANK OF INDIANA, a
national banking association ("Bank"), may from time to time extend to
_________________________________________, an individual ("Debtor"), the
undersigned hereby unconditionally guarantees to Bank, its successors and
assigns, the
_____________
National City Bank, – Marsh
Supermarkets. Inc., an Indiana corporation, of that certain loan agreement and
promissory note, dated _________________, 1999 (the "Loan"), by the undersigned
or his or her spouse in favor of National City Bank, Indiana, pursuant to the
Executive Stock Purchase Plan of Marsh Supermarkets, Inc., dated as of September
1, 1998 (the "Plan"), and to induce Marsh to guaranty the Loan, and
_____________
dt 1525404
;
|
Marsh
As referenced in this Continuing Guaranty:
MARSH SUPERMARKETS, INC
– ITS RIGHT TO TRIAL BY JURY.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty on this
___ day of September, 1999.
Address: 9800 Crosspoint Blvd. "UNDERSIGNED"
Indianapolis, IN 46256 MARSH SUPERMARKETS, INC
TIN#: 35-2007924
------------------------------------------
Name:
Title:
Bank Officer as Witness:
----------------------------
Name:
Title:
<PAGE> 3
UNCONDITIONAL GUARANTY
Dated: As of ________, 1999 Indianapolis, Indiana
FOR VALUE RECEIVED, in consideration
_____________
Marsh
Supermarkets. Inc. – Name:
Title:
Bank Officer as Witness:
----------------------------
Name:
Title:
<PAGE> 3
UNCONDITIONAL GUARANTY
Dated: As of ________, 1999 Indianapolis, Indiana
FOR VALUE RECEIVED, in consideration of the guaranty by Marsh
Supermarkets. Inc. , an Indiana corporation, of that certain loan agreement and
promissory note, dated _________________, 1999 (the "Loan"), by the undersigned
or his or her spouse in favor of National City
_____________
Marsh Supermarkets, Inc. – promissory note, dated _________________, 1999 (the "Loan"), by the undersigned
or his or her spouse in favor of National City Bank, Indiana, pursuant to the
Executive Stock Purchase Plan of Marsh Supermarkets, Inc. , dated as of September
1, 1998 (the "Plan"), and to induce Marsh to guaranty the Loan, and for other
good and valuable consideration, the receipt and adequacy of which
_____________
Marsh Supermarkets, Inc. – equal to .5% of the outstanding balance on the Loan at the end of
each calendar quarter ending subsequent to the date of termination of the
undersigned's employment by Marsh Supermarkets, Inc. or one of its subsidiary or
affiliated companies for any reason other than death or total and permanent
disability (as defined in the Plan).
For purposes of the Guaranty,
_____________
Marsh Supermarkets, Inc. – Fee shall mean an
amount equal to 50% of the Exit Profit (as defined in the Plan).
This Guaranty shall inure to the benefit of and may be enforced by
Marsh Supermarkets, Inc. and any successors and assigns of the Marsh
Supermarkets, Inc. (hereinafter individually and collectively referred to as
"Marsh").
If the undersigned fails to pay any part of, when due,
_____________
dt 1507064
|
Preview
Full Doc
| 2001 |
Credit and Guaranty Agreement [Amendment No. 3]
Credit and Guaranty Agreement [Amendment No. 3] (13K)
Doc #387391: Click preview link for longer preview.
AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of November 9, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998 (as heretofore amended and/or restated, the "Credit
Agreement") among ARAMARK SERVICES, INC., ARAMARK UNIFORM SERVICES GROUP, INC.
and ARAMARK CORPORATION, the BANKS party thereto and THE CHASE MANHATTAN BANK
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment.
(a) Effective for all dates on and after the date on which the Parent
Guarantor and its Wholly-Owned Subsidiaries shall have consummated the
acquisition of the Management Services Division of The ServiceMaster Company,
Section 5.10 of the Credit Agreement is amended to read in its entirety as
follows:
SECTION 5.10. Debt Coverage. As of the last day of each fiscal quarter
of the Parent Guarantor ending during a period set forth in the table
below, the Leverage Ratio at such day shall not be less than the ratio set
forth in the table below corresponding to the applicable period; provided
that the Leverage Ratio as of the last day of any fiscal quarter ending on
or after the Equity Issuance Date shall not be less than .300.
{PAGE}
================================================================================
Period Leverage Ratio
================================================================================
Prior to December 28, 2001 .300
================================================================================
On or after December 28, 2001 and prior .270
to March 29, 2002
================================================================================
On or after March 29, 2002 and prior to .280
June 28, 2002
================================================================================
On or after June 28, 2002 and prior to .290
September 27, 2002
================================================================================
On or after September 27, 2002 .300
================================================================================
For purposes of this Section 5.10, the "Equity Issuance Date" is the
first date, if any, subsequent to November 1, 2001 and prior to September
27, 2002 that is 75 days after the date on which the Parent Guarantor shall
have consummated one or more public offerings of its Common Stock; provided
that the aggregate net cash proceeds of such public offerings, reduced by
the aggregate amount expended by the Parent Guarantor for repurchases of
its Common Stock on or after the date of pricing of the initial such public
offering and on or prior to the 75th day following the consummation of the
387391
|
National City
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
NATIONAL CITY BANK
– A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1019177
;
CCR-B
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
– Name:
Title:
7
{PAGE}
BANK ONE, N.A.
By:_____________________________
Name:
Title:
PB CAPITAL CORPORATION
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
{PAGE}
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
_____________
dt 1000433
;
|
AmSouth Bank
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
AMSOUTH BANK
– By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
{PAGE}
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1042003
;
BofA
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
BANK OF AMERICA, N.A. – _____________________________
Title:
Address:
ARAMARK CORPORATION
By:_____________________________
Title:
Address:
THE CHASE MANHATTAN BANK
By:_____________________________
Name:
Title:
4
{PAGE}
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:_____________________________
Name:
Title:
BANK OF AMERICA, N.A.
By:_____________________________
Name:
Title:
THE BANK OF NEW YORK
By:_____________________________
Name:
Title:
CREDIT LYONNAIS
By:_____________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_____________________________
Name:
Title:
5
{PAGE}
_____________
dt 1032303
;
More... |
Preview
Full Doc
| 2001 |
Credit and Guaranty Agreement [Amendment No. 3]
Credit and Guaranty Agreement [Amendment No. 3] (13K)
Doc #387400: Click preview link for longer preview.
AMENDMENT NO. 3 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of November 9, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998 (as heretofore amended and/or restated, the "Credit
Agreement") among ARAMARK SERVICES, INC., ARAMARK UNIFORM SERVICES GROUP, INC.
and ARAMARK CORPORATION, the BANKS party thereto and THE CHASE MANHATTAN BANK
and MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Agents.
W I T N E S S E T H :
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. Unless otherwise specifically defined
herein, each term used herein which is defined in the Credit Agreement has the
meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendment.
(a) Effective for all dates on and after the date on which the Parent
Guarantor and its Wholly-Owned Subsidiaries shall have consummated the
acquisition of the Management Services Division of The ServiceMaster Company,
Section 5.10 of the Credit Agreement is amended to read in its entirety as
follows:
SECTION 5.10. Debt Coverage. As of the last day of each fiscal quarter
of the Parent Guarantor ending during a period set forth in the table
below, the Leverage Ratio at such day shall not be less than the ratio set
forth in the table below corresponding to the applicable period; provided
that the Leverage Ratio as of the last day of any fiscal quarter ending on
or after the Equity Issuance Date shall not be less than .300.
{PAGE}
================================================================================
Period Leverage Ratio
================================================================================
Prior to December 28, 2001 .300
================================================================================
On or after December 28, 2001 and prior .270
to March 29, 2002
================================================================================
On or after March 29, 2002 and prior to .280
June 28, 2002
================================================================================
On or after June 28, 2002 and prior to .290
September 27, 2002
================================================================================
On or after September 27, 2002 .300
================================================================================
For purposes of this Section 5.10, the "Equity Issuance Date" is the
first date, if any, subsequent to November 1, 2001 and prior to September
27, 2002 that is 75 days after the date on which the Parent Guarantor shall
have consummated one or more public offerings of its Common Stock; provided
that the aggregate net cash proceeds of such public offerings, reduced by
the aggregate amount expended by the Parent Guarantor for repurchases of
its Common Stock on or after the date of pricing of the initial such public
offering and on or prior to the 75th day following the consummation of the
387400
|
National City
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
NATIONAL CITY BANK
– A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1019178
;
CCR-B
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
– Name:
Title:
7
{PAGE}
BANK ONE, N.A.
By:_____________________________
Name:
Title:
PB CAPITAL CORPORATION
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
{PAGE}
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
_____________
dt 1000434
;
|
AmSouth Bank
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
AMSOUTH BANK
– By:_____________________________
Name:
Title:
COMERICA BANK
By:_____________________________
Name:
Title:
{PAGE}
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
AMSOUTH BANK
By:_____________________________
Name:
Title:
BNP PARIBAS
By:_____________________________
Name:
Title:
By:_____________________________
Name:
Title:
NATIONAL CITY BANK
By:_____________________________
Name:
Title:
{/TEXT}
{/DOCUMENT}
_____________
dt 1042004
;
BofA
As referenced in this Credit and Guaranty Agreement [Amendment No. 3]:
BANK OF AMERICA, N.A. – _____________________________
Title:
Address:
ARAMARK CORPORATION
By:_____________________________
Title:
Address:
THE CHASE MANHATTAN BANK
By:_____________________________
Name:
Title:
4
{PAGE}
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:_____________________________
Name:
Title:
BANK OF AMERICA, N.A.
By:_____________________________
Name:
Title:
THE BANK OF NEW YORK
By:_____________________________
Name:
Title:
CREDIT LYONNAIS
By:_____________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_____________________________
Name:
Title:
5
{PAGE}
_____________
dt 1032304
;
More... |
Preview
Full Doc
| 2001 |
Credit and Guaranty Agreement [Amendment No. 2]
Credit and Guaranty Agreement [Amendment No. 2] (18K)
Doc #387452: Click preview link for longer preview.
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of August 13, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998, as amended by Amendment No.1 dated as of May 7,
1998, and as amended and restated as of September 10, 1998 (the "Credit
Agreement") among ARAMARK UNIFORM & CAREER APPAREL GROUP, INC. (formerly ARAMARK
UNIFORM SERVICES GROUP, INC.) and ARAMARK SERVICES, INC. (collectively, the
"Borrowers"), ARAMARK CORPORATION (the "Parent Guarantor"), the BANKS party
thereto (the "Banks") and THE CHASE MANHATTAN BANK and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agents (the "Agents").
W I T N E S S E T H :
WHEREAS, the Parent Guarantor proposes to merge (the "AWC Merger") with and
into ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would substantially simultaneously
therewith change its name to ARAMARK Corporation (the "Surviving Corporation");
WHEREAS, the Parent Guarantor and the Surviving Corporation have requested
the Banks party to the Credit Agreement to enter into this Amendment to permit
the AWC Merger;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments. (a) Section 1.01 is amended by the adoption of the
following new defined term in its appropriate alphabetical position:
"AWC Merger" means the merger of the Parent Guarantor with and into
ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would
{PAGE}
substantially simultaneously therweitih change its name to ARAMARK Corporation.
(b) Section 5.04 of the Credit Agreement is amended by adding a new
proviso at the end thereof as follows:
;provided further that nothing in this Section 5.04 shall prohibit
the termination of corporate existence of the Parent Guarantor, if such
termination is the result of the AWC Merger.
(c) Section 5.08(a) of the Credit Agreement is amended by adding a new
subsection (iv) at the end thereof as follows:
and (iv) the Parent Guarantor may consummate the AWC Merger.
SECTION 3. Representations of the Surviving Corporation. The Surviving
Corporation represents and warrants that:
(a) the representations and warranties of the Parent Guarantor set
forth in Article 4 of the Credit Agreement will be true as of the Amendment
Effective Date.
(b) the Surviving Corporation was organized solely for purposes of
effecting the AWC Merger and has engaged in no activities and incurred no
liabilities except in connection with the AWC Merger and the proposed
public offering of stock of the Surviving Corporation.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective as of the
date of hereof (the "Amendment Effective Date") subject to receipt by the Agents
of (i) duly executed counterparts hereof signed by the Surviving Corporation,
the Parent Guarantor, each Borrower and Banks comprising the Required Banks (or,
in the case of any party as to which an executed counterpart shall not have been
387452
|
National City
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
NATIONAL CITY BANK
– Sinclair
Title: Senior Vice President
BNP PARIBAS
By:/s/ Duane P. Helkowski
-----------------------------
Name: Duane P. Helkowski
Title: Director
By:/s/ Shayn P. March
-----------------------------
Name: Shayn P. March
Title: Vice President
NATIONAL CITY BANK
By:/s/ Tara M. Handforth
-----------------------------
Name: Tara M. Handforth
Title: Assistant Vice President
{PAGE}
BANKBOSTON, N.A.
By: /s/ Cheryl Carangelo
------------------------------
Name: Cheryl Carangelo
Title: Vice President
{PAGE}
EXHIBIT
_____________
dt 1019179
;
CCR-B
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
– Zhou
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
COMERICA BANK
By: /s/ Robert P. Wilson
-----------------------------
Name: Robert P. Wilson
Title: Assistant Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Theodore W. Cox
-----------------------------
Name: Theodore W. Cox
Title: Vice President
By: /s/ James S. Cunningham
-----------------------------
Name: James S. Cunningham
Title:
_____________
dt 1000435
;
|
AmSouth Bank
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
AMSOUTH BANK
– RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Theodore W. Cox
-----------------------------
Name: Theodore W. Cox
Title: Vice President
By: /s/ James S. Cunningham
-----------------------------
Name: James S. Cunningham
Title: Managing Director
{PAGE}
AMSOUTH BANK
By:/s/ Donald M. Sinclair
-----------------------------
Name: Donald M. Sinclair
Title: Senior Vice President
BNP PARIBAS
By:/s/ Duane P. Helkowski
-----------------------------
Name: Duane P. Helkowski
Title: Director
By:/s/ Shayn
_____________
dt 1042005
;
BofA
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
BANK OF AMERICA, N.A. – s/ B.B. Wulhrich
--------------------------------
Name: B.B. Wulhrich
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Gory Spevack
--------------------------------
Name: Gory Spevack
Title: Vice President
Co-Agents
---------
BANK OF AMERICA, N.A.
By: /s/ Michael J. Mckenney
--------------------------------
Name: Michael J. Mckenney
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Walter C. Parelli
--------------------------------
Name: Walter C. Parelli
Title: Vice President
_____________
dt 1032306
;
More... |
Preview
Full Doc
| 2001 |
Credit and Guaranty Agreement [Amendment No. 2]
Credit and Guaranty Agreement [Amendment No. 2] (18K)
Doc #387469: Click preview link for longer preview.
AMENDMENT NO. 2 TO CREDIT AND GUARANTY AGREEMENT
AMENDMENT dated as of August 13, 2001 to the Credit and Guaranty Agreement
dated as of January 7, 1998, as amended by Amendment No.1 dated as of May 7,
1998, and as amended and restated as of September 10, 1998 (the "Credit
Agreement") among ARAMARK UNIFORM & CAREER APPAREL GROUP, INC. (formerly ARAMARK
UNIFORM SERVICES GROUP, INC.) and ARAMARK SERVICES, INC. (collectively, the
"Borrowers"), ARAMARK CORPORATION (the "Parent Guarantor"), the BANKS party
thereto (the "Banks") and THE CHASE MANHATTAN BANK and MORGAN GUARANTY TRUST
COMPANY OF NEW YORK, as Agents (the "Agents").
W I T N E S S E T H :
WHEREAS, the Parent Guarantor proposes to merge (the "AWC Merger") with and
into ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would substantially simultaneously
therewith change its name to ARAMARK Corporation (the "Surviving Corporation");
WHEREAS, the Parent Guarantor and the Surviving Corporation have requested
the Banks party to the Credit Agreement to enter into this Amendment to permit
the AWC Merger;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Defined Terms; References. (a) Unless otherwise specifically
defined herein, each term used herein which is defined in the Credit Agreement
has the meaning assigned to such term in the Credit Agreement. Each reference to
"hereof", "hereunder", "herein" and "hereby" and each other similar reference
and each reference to "this Agreement" and each other similar reference
contained in the Credit Agreement shall, after this Amendment becomes effective,
refer to the Credit Agreement as amended hereby.
SECTION 2. Amendments. (a) Section 1.01 is amended by the adoption of the
following new defined term in its appropriate alphabetical position:
"AWC Merger" means the merger of the Parent Guarantor with and into
ARAMARK Worldwide Corporation, a Delaware corporation and a wholly-owned
subsidiary of the Parent Guarantor, which would
{PAGE}
substantially simultaneously therweitih change its name to ARAMARK Corporation.
(b) Section 5.04 of the Credit Agreement is amended by adding a new
proviso at the end thereof as follows:
;provided further that nothing in this Section 5.04 shall prohibit
the termination of corporate existence of the Parent Guarantor, if such
termination is the result of the AWC Merger.
(c) Section 5.08(a) of the Credit Agreement is amended by adding a new
subsection (iv) at the end thereof as follows:
and (iv) the Parent Guarantor may consummate the AWC Merger.
SECTION 3. Representations of the Surviving Corporation. The Surviving
Corporation represents and warrants that:
(a) the representations and warranties of the Parent Guarantor set
forth in Article 4 of the Credit Agreement will be true as of the Amendment
Effective Date.
(b) the Surviving Corporation was organized solely for purposes of
effecting the AWC Merger and has engaged in no activities and incurred no
liabilities except in connection with the AWC Merger and the proposed
public offering of stock of the Surviving Corporation.
SECTION 4. Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of New York.
SECTION 5. Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
SECTION 6. Effectiveness. This Amendment shall become effective as of the
date of hereof (the "Amendment Effective Date") subject to receipt by the Agents
of (i) duly executed counterparts hereof signed by the Surviving Corporation,
the Parent Guarantor, each Borrower and Banks comprising the Required Banks (or,
in the case of any party as to which an executed counterpart shall not have been
387469
|
National City
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
NATIONAL CITY BANK
– Sinclair
Title: Senior Vice President
BNP PARIBAS
By:/s/ Duane P. Helkowski
-----------------------------
Name: Duane P. Helkowski
Title: Director
By:/s/ Shayn P. March
-----------------------------
Name: Shayn P. March
Title: Vice President
NATIONAL CITY BANK
By:/s/ Tara M. Handforth
-----------------------------
Name: Tara M. Handforth
Title: Assistant Vice President
{PAGE}
BANKBOSTON, N.A.
By: /s/ Cheryl Carangelo
------------------------------
Name: Cheryl Carangelo
Title: Vice President
{PAGE}
EXHIBIT
_____________
dt 1019180
;
CCR-B
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
– Zhou
Title: Associate
By: /s/ Dana L. McDougall
-----------------------------
Name: Dana L. McDougall
Title: Vice President
COMERICA BANK
By: /s/ Robert P. Wilson
-----------------------------
Name: Robert P. Wilson
Title: Assistant Vice President
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK
B.A., "RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Theodore W. Cox
-----------------------------
Name: Theodore W. Cox
Title: Vice President
By: /s/ James S. Cunningham
-----------------------------
Name: James S. Cunningham
Title:
_____________
dt 1000436
;
|
AmSouth Bank
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
AMSOUTH BANK
– RABOBANK NEDERLAND",
NEW YORK BRANCH
By: /s/ Theodore W. Cox
-----------------------------
Name: Theodore W. Cox
Title: Vice President
By: /s/ James S. Cunningham
-----------------------------
Name: James S. Cunningham
Title: Managing Director
{PAGE}
AMSOUTH BANK
By:/s/ Donald M. Sinclair
-----------------------------
Name: Donald M. Sinclair
Title: Senior Vice President
BNP PARIBAS
By:/s/ Duane P. Helkowski
-----------------------------
Name: Duane P. Helkowski
Title: Director
By:/s/ Shayn
_____________
dt 1042006
;
BofA
As referenced in this Credit and Guaranty Agreement [Amendment No. 2]:
BANK OF AMERICA, N.A. – s/ B.B. Wulhrich
--------------------------------
Name: B.B. Wulhrich
Title: Vice President
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/ Gory Spevack
--------------------------------
Name: Gory Spevack
Title: Vice President
Co-Agents
---------
BANK OF AMERICA, N.A.
By: /s/ Michael J. Mckenney
--------------------------------
Name: Michael J. Mckenney
Title: Managing Director
THE BANK OF NEW YORK
By: /s/ Walter C. Parelli
--------------------------------
Name: Walter C. Parelli
Title: Vice President
_____________
dt 1032307
;
More... |
Preview
Full Doc
| 2004 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (823K)
Doc #417514: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
DATED AS OF FEBRUARY 4, 2004
AMONG
CARMIKE CINEMAS, INC.,
CERTAIN SUBSIDIARIES OF CARMIKE CINEMAS, INC.,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS SOLE LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT,
AND
. . .
417514
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – CARMIKE CINEMAS, INC.,
CERTAIN SUBSIDIARIES OF CARMIKE CINEMAS, INC.,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS SOLE LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT,
AND
NATIONAL CITY BANK,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
-----------------------------------------------------------
$100,000,000 SENIOR SECURED SECOND PRIORITY CREDIT FACILITY
-----------------------------------------------------------
SECOND LIEN CREDIT AGREEMENT EXECUTION
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
----
{S} {C}
_____________
NATIONAL CITY BANK – party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Sole
Lead Arranger, Sole Bookrunner, and as Sole Syndication Agent (in such
capacities, "SYNDICATION AGENT"), and NATIONAL CITY BANK ("NATIONAL CITY"), as
Administrative Agent (together with its permitted successors in such capacity,
"ADMINISTRATIVE AGENT") and as Collateral Agent (together with its permitted
successor in such capacity, "COLLATERAL AGENT").
_____________
NATIONAL CITY BANK, – PARTNERS L.P.,
as Sole Lead Arranger, Sole Bookrunner,
Sole Syndication Agent and a Lender
By: /s/ R T Wagner
-------------------------------------
Authorized Signatory
SECOND LIEN CREDIT AGREEMENT EXECUTION
S-2
{PAGE}
NATIONAL CITY BANK,
as Administrative Agent and Collateral
Agent
By: /s/ Laura M. McGrath
----------------------------------
Name: Laura M. McGrath
Title: Senior Vice President
SECOND LIEN CREDIT AGREEMENT EXECUTION
S-3
{PAGE}
APPENDIX A
_____________
NATIONAL CITY BANK, – Goldman Sachs Credit Partners L.P.
85 Broad Street
New York, New York 10004
Attention: John Makrinos
Telecopier: (212) 357-4597
SECOND LIEN CREDIT AGREEMENT EXECUTION
APPENDIX B-2
{PAGE}
NATIONAL CITY BANK,
as Administrative Agent and Collateral Agent,
National City Bank
629 Euclid Ave #01-3028
Cleveland, OH 44114
Attention: Deborah Dombos
Telecopier: 216-222-0192
APPENDIX B-3
SECOND LIEN
_____________
National City Bank
– New York, New York 10004
Attention: John Makrinos
Telecopier: (212) 357-4597
SECOND LIEN CREDIT AGREEMENT EXECUTION
APPENDIX B-2
{PAGE}
NATIONAL CITY BANK,
as Administrative Agent and Collateral Agent,
National City Bank
629 Euclid Ave #01-3028
Cleveland, OH 44114
Attention: Deborah Dombos
Telecopier: 216-222-0192
APPENDIX B-3
SECOND LIEN CREDIT AGREEMENT EXECUTION
{PAGE}
EXHIBIT A-1 TO
SECOND
_____________
dt 1525136
;
Carmike Cinemas
As referenced in this Credit and Guaranty Agreement:
CARMIKE CINEMAS, INC – 7
{FILENAME}g87141exv10w2.txt
{DESCRIPTION}EX-10.2 $100,000,000 PRIORITY CREDIT FACILITY
{TEXT}
{PAGE}
EXHIBIT 10.2
CREDIT AND GUARANTY AGREEMENT
DATED AS OF FEBRUARY 4, 2004
AMONG
CARMIKE CINEMAS, INC .,
CERTAIN SUBSIDIARIES OF CARMIKE CINEMAS, INC.,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS SOLE LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT,
AND
NATIONAL CITY
_____________
CARMIKE CINEMAS, INC – 10.2 $100,000,000 PRIORITY CREDIT FACILITY
{TEXT}
{PAGE}
EXHIBIT 10.2
CREDIT AND GUARANTY AGREEMENT
DATED AS OF FEBRUARY 4, 2004
AMONG
CARMIKE CINEMAS, INC.,
CERTAIN SUBSIDIARIES OF CARMIKE CINEMAS, INC .,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS SOLE LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT,
AND
NATIONAL CITY BANK,
AS ADMINISTRATIVE AGENT AND COLLATERAL
_____________
CARMIKE CINEMAS, INC – Intercreditor Agreement
SECOND LIEN CREDIT AGREEMENT EXECUTION
vi
{PAGE}
CREDIT AND GUARANTY AGREEMENT
This CREDIT AND GUARANTY AGREEMENT, dated as of February 4,
2004, is entered into by and among CARMIKE CINEMAS, INC ., a Delaware corporation
("COMPANY"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Sole
Lead Arranger,
_____________
CARMIKE CINEMAS, INC – IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
CARMIKE CINEMAS, INC .
By: /s/ Martin A. Durant
-------------------------------------
Name: Martin A. Durant
Title: Senior Vice President - Finance
Treasurer and Chief Financial
Officer
EASTWYNN THEATRES, INC.
By: /s/ Martin A. Durant
-------------------------------------
Name: Martin
_____________
CARMIKE CINEMAS, INC – 000,000.00 100.0%
--------------- -----
TOTAL $100,000,000.00 100%
{/TABLE}
APPENDIX A-1
SECOND LIEN CREDIT AGREEMENT EXECUTION
{PAGE}
APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
NOTICE ADDRESSES
CARMIKE CINEMAS, INC . or any Guarantor
1301 First Avenue
Columbus, Georgia 31901
Attention: Martin A. Durant
Telecopier: (706) 576-3433
in each case, with a copy to:
King & Spalding LLP
191 Peachtree
_____________
dt 1411560
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank
of New York – average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
of New York on the Business Day next succeeding such day; provided, (i) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such
rate on
_____________
dt 1583932
;
|
GS Credit
As referenced in this Credit and Guaranty Agreement:
GOLDMAN SACHS CREDIT PARTNERS L. – FACILITY
{TEXT}
{PAGE}
EXHIBIT 10.2
CREDIT AND GUARANTY AGREEMENT
DATED AS OF FEBRUARY 4, 2004
AMONG
CARMIKE CINEMAS, INC.,
CERTAIN SUBSIDIARIES OF CARMIKE CINEMAS, INC.,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L. P.,
AS SOLE LEAD ARRANGER, SOLE BOOKRUNNER AND SOLE SYNDICATION AGENT,
AND
NATIONAL CITY BANK,
AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
-----------------------------------------------------------
$100,000,000 SENIOR SECURED SECOND PRIORITY CREDIT FACILITY
-----------------------------------------------------------
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – February 4,
2004, is entered into by and among CARMIKE CINEMAS, INC., a Delaware corporation
("COMPANY"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party
hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L. P. ("GSCP"), as Sole
Lead Arranger, Sole Bookrunner, and as Sole Syndication Agent (in such
capacities, "SYNDICATION AGENT"), and NATIONAL CITY BANK ("NATIONAL CITY"), as
Administrative Agent (together with its
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – NICKEL PUB, INC.
By: /s/ Martin A. Durant
-------------------------------------
Name: Martin A. Durant
Title: Senior Vice President - Finance
Treasurer and Chief Financial
Officer
SECOND LIEN CREDIT AGREEMENT EXECUTION
S-1
{PAGE}
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as Sole Lead Arranger, Sole Bookrunner,
Sole Syndication Agent and a Lender
By: /s/ R T Wagner
-------------------------------------
Authorized Signatory
SECOND LIEN CREDIT AGREEMENT EXECUTION
S-2
{PAGE}
NATIONAL CITY
_____________
Goldman Sachs Credit Partners L. – SECOND LIEN CREDIT AGREEMENT EXECUTION
S-3
{PAGE}
APPENDIX A
TO CREDIT AND GUARANTY AGREEMENT
TERM LOAN COMMITMENTS
{TABLE}
{CAPTION}
LENDER TERM LOAN COMMITMENT PRO RATA SHARE
----------------------------------------------------------------------------
{S} {C} {C}
Goldman Sachs Credit Partners L. P. $100,000,000.00 100.0%
--------------- -----
TOTAL $100,000,000.00 100%
{/TABLE}
APPENDIX A-1
SECOND LIEN CREDIT AGREEMENT EXECUTION
{PAGE}
APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
_____________
GOLDMAN SACHS CREDIT PARTNERS L. – copy to:
King & Spalding LLP
191 Peachtree Street
Atlanta, Georgia 30303
Attention: Albert H. Conrad, Jr., Esq.
Telecopier: (404) 572-5149
APPENDIX B-1
SECOND LIEN CREDIT AGREEMENT EXECUTION
{PAGE}
GOLDMAN SACHS CREDIT PARTNERS L. P.,
as Lead Arranger, Syndication Agent and a Lender
Goldman Sachs Credit Partners L.P.
85 Broad Street
New York, New York 10004
Attention: Stephen King
Telecopier: (212) 357-0932
_____________
dt 1552901
;
Goldman Sachs
As referenced in this Credit and Guaranty Agreement:
Goldman Sachs Group, – liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and Governmental Authorities.
"PIA" means Goldman Sachs Group, Inc. and it Affiliates.
"PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security
Agreement to be executed by Company and each Guarantor substantially in the form
of Exhibit I,
_____________
dt 1534248
;
More... |
Preview
Full Doc
| 2003 |
Credit and Guarantee Agreement
Credit and Guarantee Agreement (306K)
Doc #854250: Click preview link for longer preview.
CREDIT AND GUARANTEE AGREEMENT
dated as of
August 12, 2003
among
BLOCK FINANCIAL CORPORATION,
as Borrower,
H&R BLOCK, INC.,
as Guarantor,
The Lenders Party Hereto,
THE ROYAL BANK OF SCOTLAND PLC,
as Syndication Agent,
. . .
854250
|
National City
As referenced in this Credit and Guarantee Agreement:
National City Bank
– dated as of August 12, 2003, among
Block Financial Corporation, as Borrower, H&R
Block, Inc., as Guarantor, the Lenders party
thereto and JPMorgan Chase Bank, as
Administrative Agent
National City Bank
-----------------------------------------------
[Name of Lender]
By: /s/ MICHAEL J. DURBIN
--------------------------------------------
Name: Michael J. Durbin
Title: Senior Vice President
<PAGE>
Signature page for the Third Amended and
Restated Credit and
_____________
National City Bank – 000
Mellon Bank, N.A. $ 65,000,000
U.S. Bank, National Association $ 50,000,000
Fifth Third Bank $ 25,000,000
First National Bank of Kansas $ 25,000,000
National City Bank $ 25,000,000
UBS AG, Cayman Islands Branch $ 15,000,000
Deutsche Bank AG New York Branch $ 15,000,000
Credit Suisse First Boston, $ 15,000,000
acting through
_____________
dt 1525213
;
Citibank
As referenced in this Credit and Guarantee Agreement:
Citibank, N.A. – 12, 2003, among
Block Financial Corporation, as Borrower, H&R
Block, Inc., as Guarantor, the Lenders party
thereto and JPMorgan Chase Bank, as
Administrative Agent
/s/ David L. Harris
-----------------------------------------------
Citibank, N.A.
By:
--------------------------------------------
Name: David L. Harris
Title: Vice President
<PAGE>
Signature page for the Credit and Guarantee
Agreement, dated as of August 12, 2003, among
Block Financial Corporation,
_____________
Citibank, N.A. – Commitment
------ --------------
JPMorgan Chase Bank $ 200,000,000
The Royal Bank of Scotland plc $ 200,000,000
Bank of America, N.A. $ 200,000,000
Bank One, NA $ 200,000,000
Citibank, N.A. $ 150,000,000
Wachovia Bank National Association $ 150,000,000
Credit Lyonnais New York Branch $ 100,000,000
Key Bank National Association $ 100,000,000
The Bank of Nova
_____________
dt 1478740
;
Royal Bank
As referenced in this Credit and Guarantee Agreement:
ROYAL BANK OF SCOTLAND PLC, – EXECUTION COPY
================================================================================
CREDIT AND GUARANTEE AGREEMENT
dated as of
August 12, 2003
among
BLOCK FINANCIAL CORPORATION,
as Borrower,
H&R BLOCK, INC.,
as Guarantor,
The Lenders Party Hereto,
THE ROYAL BANK OF SCOTLAND PLC,
as Syndication Agent,
BANK OF AMERICA, N.A.,
as Documentation Agent,
JPMORGAN CHASE BANK,
as Administrative Agent,
and
J.P. MORGAN SECURITIES INC.,
as Lead Arranger and Sole Book
_____________
Royal Bank of Scotland plc
– as of August 12, 2003, among
Block Financial Corporation, as Borrower, H&R
Block, Inc., as Guarantor, the Lenders party
thereto and JPMorgan Chase Bank, as
Administrative Agent
The Royal Bank of Scotland plc
-----------------------------------------------
[Name of Lender]
By: /s/ DIANE FERGUSON
--------------------------------------------
Name: Diane Ferguson
Title: Senior Vice President
<PAGE>
Signature page for the Credit and Guarantee
Agreement, dated as of August
_____________
Royal Bank of Scotland plc – truly yours,
BLOCK FINANCIAL CORPORATION
By:
-------------------------------------
Title:
H&R BLOCK, INC.
By:
-------------------------------------
Title:
<PAGE>
SCHEDULE 2.1
COMMITMENTS
Lender Commitment
------ --------------
JPMorgan Chase Bank $ 200,000,000
The Royal Bank of Scotland plc $ 200,000,000
Bank of America, N.A. $ 200,000,000
Bank One, NA $ 200,000,000
Citibank, N.A. $ 150,000,000
Wachovia Bank National Association $ 150,000,
_____________
dt 1500214
;
|
BofA
As referenced in this Credit and Guarantee Agreement:
BANK OF AMERICA, N.A. – of
August 12, 2003
among
BLOCK FINANCIAL CORPORATION,
as Borrower,
H&R BLOCK, INC.,
as Guarantor,
The Lenders Party Hereto,
THE ROYAL BANK OF SCOTLAND PLC,
as Syndication Agent,
BANK OF AMERICA, N.A. ,
as Documentation Agent,
JPMORGAN CHASE BANK,
as Administrative Agent,
and
J.P. MORGAN SECURITIES INC.,
as Lead Arranger and Sole Book Manager
$2,000,000,000 SHORT-TERM REVOLVING
_____________
Bank of America, N.A. – means the Amended and Restated Credit and
Guarantee Agreement, dated as of October 23, 2002, among the Borrower,
the Guarantor, the lenders parties thereto, Bank One NA, as syndication
agent, Bank of America, N.A. , as documentation agent, and JPMorgan Chase
Bank, as Administrative Agent.
"Extension Request" has the meaning assigned to such term in
Section 2.18.
"Federal Funds Effective Rate" means (a)
_____________
Bank of America, N.A. – dated as of August 12, 2003, among
Block Financial Corporation, as Borrower, H&R
Block, Inc., as Guarantor, the Lenders party
thereto and JPMorgan Chase Bank, as
Administrative Agent
Bank of America, N.A.
-----------------------------------------------
[Name of Lender]
By: /s/ CAROLYN WARREN
--------------------------------------------
Name: Carolyn Warren
Title: Principal
<PAGE>
Signature page for the Credit and Guarantee
Agreement, dated as of August 12, 2003,
_____________
Bank of America, N.A. – amp;R BLOCK, INC.
By:
-------------------------------------
Title:
<PAGE>
SCHEDULE 2.1
COMMITMENTS
Lender Commitment
------ --------------
JPMorgan Chase Bank $ 200,000,000
The Royal Bank of Scotland plc $ 200,000,000
Bank of America, N.A. $ 200,000,000
Bank One, NA $ 200,000,000
Citibank, N.A. $ 150,000,000
Wachovia Bank National Association $ 150,000,000
Credit Lyonnais New York Branch $ 100,000,
_____________
dt 1554652
;
Nova Scotia
As referenced in this Credit and Guarantee Agreement:
Bank of Nova Scotia
– as of August 12, 2003, among
Block Financial Corporation, as Borrower, H&R
Block, Inc., as Guarantor, the Lenders party
thereto and JPMorgan Chase Bank, as
Administrative Agent
The Bank of Nova Scotia
-----------------------------------------------
[Name of Lender]
By: /s/ JOHN W. CAMPBELL
--------------------------------------------
Name: John W. Campbell
Title: Managing Director
<PAGE>
Signature page for the Credit and Guarantee
Agreement, dated as of
_____________
Bank of Nova Scotia – 000
Citibank, N.A. $ 150,000,000
Wachovia Bank National Association $ 150,000,000
Credit Lyonnais New York Branch $ 100,000,000
Key Bank National Association $ 100,000,000
The Bank of Nova Scotia $ 100,000,000
Lehman Brothers Bank, FSB $ 95,000,000
Comerica Bank $ 80,000,000
Royal Bank of Canada $ 75,000,000
Wells Fargo Bank, N.A. $ 75,000,
_____________
dt 1340272
;
More... |
Preview
Full Doc
| 2005 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (512K)
Doc #894646: Click preview link for longer preview.
<TEXT>
CREDIT AND GUARANTY AGREEMENT
DATED AS OF MAY 16, 2005
AMONG
VICAR OPERATING, INC.,
VCA ANTECH, INC.
(FORMERLY KNOWN AS VETERINARY CENTERS OF AMERICA, INC.),
CERTAIN SUBSIDIARIES OF COMPANY,
AS GUARANTORS,
VARIOUS LENDERS,
. . .
894646
|
National City
As referenced in this Credit and Guaranty Agreement:
National City Bank – 000,000
Commerzbank AG, New York and Grand
Cayman Branches 28,000,000
Union Bank of California, N.A. 10,000,000
The Bank of New York 7,000,000
National City Bank 20,000,000
Firstrust Bank 1,000,000
-------------------------------------- -------------------------------------
TOTAL $475,000,000
APPENDIX A-1
<PAGE>
APPENDIX A-2
TO CREDIT AND GUARANTY AGREEMENT
REVOLVING LOAN COMMITMENTS
======================================= =====================================
_____________
dt 1525233
;
VCA Antech
As referenced in this Credit and Guaranty Agreement:
VCA ANTECH, INC – gt;EX-10
<SEQUENCE>2
<FILENAME>exhibit_10-1.txt
<TEXT>
CREDIT AND GUARANTY AGREEMENT
DATED AS OF MAY 16, 2005
AMONG
VICAR OPERATING, INC.,
VCA ANTECH, INC .
(FORMERLY KNOWN AS VETERINARY CENTERS OF AMERICA, INC.),
CERTAIN SUBSIDIARIES OF COMPANY,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT LEAD ARRANGER, JOINT BOOKRUNNER AND
_____________
VCA
ANTECH, INC – PAGE>
CREDIT AND GUARANTY AGREEMENT
This CREDIT AND GUARANTY AGREEMENT, dated as of May 16, 2005, is entered
into by and among VICAR OPERATING, INC., a Delaware corporation ("COMPANY"), VCA
ANTECH, INC . (formerly known as Veterinary Centers of America, Inc.), a Delaware
corporation ("Holdings"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the
Lenders party hereto from time to time, GOLDMAN SACHS CREDIT
_____________
VCA ANTECH, INC – written above.
COMPANY: VICAR OPERATING, INC.
By:
-----------------------------------------------
Name: Robert L. Antin
Title: Chief Executive Officer and President
By:
-----------------------------------------------
Name: Tomas W. Fuller
Title: Chief Financial Officer and Assistant
Secretary
HOLDINGS: VCA ANTECH, INC .
By:
-----------------------------------------------
Name: Robert L. Antin
Title: Chief Executive Officer and President
By:
-----------------------------------------------
Name: Tomas W. Fuller
Title: Chief Financial Officer and Assistant
Secretary
<PAGE>
<TABLE>
&
_____________
VCA ANTECH, INC – and President
By:
-----------------------------------------------
Name: Tomas W. Fuller
Title: Chief Financial Officer and Assistant
Secretary
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
GUARANTORS:
VCA ANTECH, INC .
VICAR OPERATING, INC.
AAH MERGER CORPORATION
AHC OF SOUTHERN SARATOGA COUNTY, INC.
ALBANY VETERINARY CLINIC, INC.
ANIMAL CENTER, INC.
ANIMAL CLINIC OF SANTA CRUZ, INC.
APEX VETERINARY HOSPITAL, INC.
_____________
VCA ANTECH, INC – A-2
APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
NOTICE ADDRESSES
VICAR OPERATING, INC.
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
Attention: Tomas Fuller
Telecopier: (310) 571-6700
VCA ANTECH, INC .
12401 West Olympic Boulevard
Los Angeles, California 90064-1022
Attention: Tomas Fuller
Telecopier: (310) 571-6700
SUBSIDIARY GUARANTORS
c/o VCA Antech, Inc.
12401 West Olympic Boulevard
Los Angeles,
_____________
dt 1364347
;
BofA
As referenced in this Credit and Guaranty Agreement:
Bank of America, N.A. – CREDIT AND GUARANTY AGREEMENT
REVOLVING LOAN COMMITMENTS
======================================= =====================================
LENDER TERM LOAN COMMITMENTS
======================================= =====================================
Wells Fargo Bank, N.A. 18,000,000
Commerzbank AG, New York and Grand
Cayman Branches 2,000,000
Bank of America, N.A. 15,000,000
Union Bank of California, N.A. 17,000,000
The Bank of New York 10,000,000
Firstrust Bank 3,000,000
United Overseas Bank Limited,
_____________
dt 1554741
;
|
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of
New York – average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; PROVIDED, (i) if such day
is not a Business Day, the Federal Funds Effective Rate for such day shall be
such rate
_____________
Bank of New York – 000
Wells Fargo Bank, N.A. 75,000,000
Commerzbank AG, New York and Grand
Cayman Branches 28,000,000
Union Bank of California, N.A. 10,000,000
The Bank of New York 7,000,000
National City Bank 20,000,000
Firstrust Bank 1,000,000
-------------------------------------- -------------------------------------
TOTAL $475,000,000
APPENDIX A-1
<PAGE>
APPENDIX A-2
TO CREDIT
_____________
Bank of New York – 000
Commerzbank AG, New York and Grand
Cayman Branches 2,000,000
Bank of America, N.A. 15,000,000
Union Bank of California, N.A. 17,000,000
The Bank of New York 10,000,000
Firstrust Bank 3,000,000
United Overseas Bank Limited, New
York Agency 10,000,000
-------------------------------------- -------------------------------------
TOTAL $ 75,000,000
APPENDIX A-2
APPENDIX B
TO CREDIT
_____________
dt 1584949
;
Chase Manhattan
As referenced in this Credit and Guaranty Agreement:
Chase Manhattan Bank
– hereto.
"EXISTING SUBORDINATED NOTE INDENTURE" means the Indenture entered into
among Company, the Guarantors (as defined therein) and J.P. Morgan Trust
Company, National Association, as successor in interest to Chase Manhattan Bank
and Trust Company, National Association, dated as of November 27, 2001, pursuant
to which the Existing Subordinated Notes were issued, as such Indenture may
hereafter be amended, restated, supplemented
_____________
dt 1426038
;
More... |
Preview
Full Doc
| 2005 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (411K)
Doc #990919: Click preview link for longer preview.
Exhibit 10.3 Execution Copy CREDIT AND GUARANTY AGREEMENT dated as of September 29, 2005 among ENTRAVISION COMMUNICATIONS CORPORATION, CERTAIN SUBSIDIARIES OF ENTRAVISION COMMUNICATIONS CORPORATION, as
Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent, UNION BANK OF CALIFORNIA, N.A., as Joint Book Manager, Administrative Agent and Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger, Joint Book . . .
990919
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – Book Manager, Administrative Agent and Collateral Agent, CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger, Joint Book Manager and
Co-Syndication Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, HARRIS NESBITT and NATIONAL CITY BANK, as
Documentation Agents $650 million Senior Secured Credit Facilities
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS AND INTERPRETATION
2
1.1. Definitions
2
1.2. Accounting Terms
31
1.
_____________
NATIONAL CITY BANK – Manager (together with its permitted successors in such capacities, a
“Syndication Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), HARRIS NESBITT FINANCING, INC. (“Harris”) and NATIONAL CITY BANK (“National City”),
as documentation agents (the “Documentation Agents”). RECITALS: WHEREAS, capitalized terms
used in these Recitals shall have the respective meanings set forth for such
_____________
NATIONAL CITY BANK, – Russ Lyons
Name:
Russ Lyons
Title:
Director
S-6
HARRIS NESBITT FINANCING, INC., as a
Documentation Agent and Lender
By:
/s/ Juliet Barnes
Name:
Juliet Barnes
Title:
Director
S-7
NATIONAL CITY BANK, as a Documentation Agent and Lender
By:
/s/ Jon W. Peterson
Name:
Jon W. Peterson
Title:
Senior Vice President
S-8
_____________
dt 1525297
;
Citicorp
As referenced in this Credit and Guaranty Agreement:
CITICORP NORTH AMERICA, INC – Authorized Signatory
S-4
CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent
By:
/s/ Robert H. Chen
Name:
Robert H. Chen
Title:
Director
CITICORP NORTH AMERICA, INC ., as a Lender
By:
/s/ Robert H. Chen
Name:
Robert H. Chen
Title:
Director
S-5
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Documentation Agent and Lender
By:
/s/ Russ
_____________
dt 1418117
;
Univision
As referenced in this Credit and Guaranty Agreement:
Univision Communications Inc – the Credit Documents and the Related Agreements. “Type of Loan” means either a Base Rate Loan or a Eurodollar Rate Loan.
30
“Univision” means, as applicable, Univision Communications Inc ., a
Delaware corporation, or Univision Network Limited Partnership, a Delaware limited partnership. “UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect
_____________
dt 1547298
;
|
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
_____________
dt 1585624
;
Citigroup Global
As referenced in this Credit and Guaranty Agreement:
CITIGROUP GLOBAL MARKETS INC – CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent, UNION BANK OF CALIFORNIA, N.A., as Joint Book Manager, Administrative Agent and Collateral Agent, CITIGROUP GLOBAL MARKETS INC ., as Joint Lead Arranger, Joint Book Manager and
Co-Syndication Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, HARRIS NESBITT and NATIONAL CITY BANK, as
Documentation Agents $650 million Senior Secured
_____________
CITIGROUP GLOBAL MARKETS INC – Manager, Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successors in such capacity,
“Collateral Agent”) CITIGROUP GLOBAL MARKETS INC . (“CGMI”), as Co-Syndication Agent, Joint Lead Arranger and Joint Book Manager (together with its permitted successors in such capacities, a
“Syndication Agent”), and WACHOVIA
_____________
CITIGROUP GLOBAL MARKETS INC – GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Book Manager, Co-Syndication Agent and Lender
By:
/s/ William Archer
Name:
William Archer
Title:
Authorized Signatory
S-4
CITIGROUP GLOBAL MARKETS INC ., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent
By:
/s/ Robert H. Chen
Name:
Robert H. Chen
Title:
Director
CITICORP NORTH AMERICA, INC., as a Lender
_____________
dt 1369681
;
More... |
Preview
Full Doc
| 2004 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (580K)
Doc #1354571: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
DATED AS OF JUNE 21, 2004
AMONG
AUTOCAM CORPORATION
AUTOCAM FRANCE, SARL,
AS BORROWERS
TITAN HOLDINGS, INC.,
AND
CERTAIN SUBSIDIARIES OF AUTOCAM CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
. . .
1354571
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK
– P.,
AS SYNDICATION AGENT
CITICORP NORTH AMERICA, INC.,
AS GENERAL ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
CITIBANK INTERNATIONAL PLC,
AS EUROPEAN ADMINISTRATIVE AGENT,
AND
BANK ONE, NA, ING CAPITAL, LLC AND NATIONAL CITY BANK
AS DOCUMENTATION AGENTS
------------------------------------------------------
$69,100,000
(EURO)74,321,000
SENIOR SECURED CREDIT FACILITIES
--------------------------------------------------------
EXECUTION
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<
_____________
NATIONAL CITY BANK
– capacity, "COLLATERAL
AGENT"), and CITIBANK INTERNATIONAL PLC ("CITI INTERNATIONAL"), as European
Administrative Agent (in such capacity, "EUROPEAN ADMINISTRATIVE AGENT"), and
BANK ONE, NA ("BANK ONE"), ING CAPITAL, LLC ("ING"), and NATIONAL CITY BANK
("NCB") as Documentation Agents (each in such capacity, a "DOCUMENTATION AGENT"
and collectively, the "DOCUMENTATION AGENTS").
RECITALS:
WHEREAS, capitalized terms used in these Recitals shall have the
respective meanings
_____________
NATIONAL CITY BANK, – Capital LLC
1325 Avenue of the Americas
New York, New York 10019
Attention: Lisa Hannahoe
Telecopier: 646-424
E-mail: lisa.hannahoe@americas.ing.com
S-8
<PAGE>
NATIONAL CITY BANK,
as a Documentation Agent and a Lender
By: /s/ Kenneth M. Blackwell
________________________________
Name: Kenneth M. Blackwell
Title: Vice President
Address for Notices:
Commercial Loans
Phone No. 216-488-
_____________
National City Bank – lt;S> <C> <C>
Goldman Sachs Credit Partners L.P. $ 3,900,000.00 10.803324%
ING Capital, LLC $ 5,000,000.00 13.850426%
National City Bank $ 6,000,000.00 16.620499%
Standard Federal $ 5,600,000.00 15.512465%
Fifth Third Bank $ 5,600,000.00 15.512465%
Comerica Bank, NA $ 10,000,000.
_____________
dt 1525472
;
Citibank
As referenced in this Credit and Guaranty Agreement:
Citibank, N.A. – rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to
first class banks in the London interbank market or European interbank market,
as applicable, by Citibank, N.A. for deposits (for delivery on the first day of
the relevant period) in Dollars or Euro, as applicable, of amounts in same day
funds comparable to the principal amount
_____________
dt 1479682
;
|
Citicorp
As referenced in this Credit and Guaranty Agreement:
CITICORP NORTH AMERICA, INC – AUTOCAM CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.
AND
CITIGROUP GLOBAL MARKETS, INC.
AS JOINT LEAD ARRANGERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS SYNDICATION AGENT
CITICORP NORTH AMERICA, INC .,
AS GENERAL ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
CITIBANK INTERNATIONAL PLC,
AS EUROPEAN ADMINISTRATIVE AGENT,
AND
BANK ONE, NA, ING CAPITAL, LLC AND NATIONAL CITY BANK
AS DOCUMENTATION AGENTS
------------------------------------------------------
$69,
_____________
CITICORP NORTH AMERICA, INC – and
CITIGROUP GLOBAL MARKETS, INC. ("CGMI"), as Joint Lead Arrangers, and Joint Book
Runners (in such capacities, the "JOINT LEAD ARRANGERS"), GSCP, as Syndication
Agent (in such capacity, "SYNDICATION AGENT"), CITICORP NORTH AMERICA, INC .
("CITICORP"), as General Administrative Agent (together with its permitted
successors in such capacity, "GENERAL ADMINISTRATIVE AGENT") and as Collateral
Agent (together with its permitted successor in such capacity, "COLLATERAL
_____________
Citicorp North America, Inc – NOTICE" means an Issuance Notice substantially in the form of
Exhibit A-3.
"ISSUING BANK" means, in the case of Letters of Credit Issued for the
account of the Company, Citicorp North America, Inc ., and, in the case of
Letters of Credit issued for the account of European Borrower, Citibank
International plc, each as an Issuing Bank hereunder, together with its
permitted successors
_____________
CITICORP NORTH AMERICA, INC – Credit Partners L.P.
85 Broad Street
New York, New York 10004
Attention: John Makrinos
Telecopier: (212) 357-4597
E-mail: john.makrinos@gs.com
S-4
<PAGE>
CITICORP NORTH AMERICA, INC .,
as General Administrative Agent,
Collateral Agent, an Issuing
Bank and a Lender
By: /s/ David Bouton
-------------------------
Name: David Bouton
Title: Vice President
Address for Notices:
Citicorp North America, Inc.
_____________
Citicorp North America, Inc – gt;
CITICORP NORTH AMERICA, INC.,
as General Administrative Agent,
Collateral Agent, an Issuing
Bank and a Lender
By: /s/ David Bouton
-------------------------
Name: David Bouton
Title: Vice President
Address for Notices:
Citicorp North America, Inc .
390 Greenwich Street
New York, New York 10013
Attention: Betsy Wier
Telecopier: (212) 994-0961
E-mail: elizabeth.j.wier@citigroup.com
EXECUTION
S-5
<PAGE>
CITIBANK
_____________
dt 1418239
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of
New York – average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; provided, (i) if such day
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
_____________
dt 1587482
;
More... |
Preview
Full Doc
| 2004 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (488K)
Doc #1640172: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
DATED AS OF MARCH 25, 2004
AMONG
AAC ACQUISITION CORP.,
(TO BE MERGED WITH AND INTO AMERICAN ACHIEVEMENT CORPORATION)
AAC HOLDING CORP.,
CERTAIN SUBSIDIARIES OF AMERICAN ACHIEVEMENT CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
. . .
1640172
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – lt;PAGE>
MERRILL LYNCH CAPITAL, A DIVISION OF
MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC.,
as a Co-Documentation Agent and a Lender
By: _________________________________
Name:
Title:
<PAGE>
NATIONAL CITY BANK,
as a Lender
By: _________________________________
Name:
Title:
<PAGE>
APPENDIX A-1
TO CREDIT AND GUARANTY AGREEMENT
TRANCHE B TERM LOAN COMMITMENTS
<TABLE>
<CAPTION>
_____________
National City Bank – 000,000 3.2%
General Electric Capital Corporation $ 3,750,000 2.4%
Merrill Lynch Capital, a division of Merrill Lynch $ 5,000,000 3.2%
Business Financial Services Inc.
National City Bank $ 3,750,000 2.4%
------------- ---
TOTAL $ 155,000,000 100%
============= ===
</TABLE>
APPENDIX A-1-1
<PAGE>
APPENDIX A-2
TO CREDIT AND GUARANTY AGREEMENT
REVOLVING
_____________
National City Bank – 000,000 25.0%
General Electric Capital Corporation $ 7,500,000 18.75%
Merrill Lynch Capital, a division of Merrill $10,000,000 25.0%
Lynch Business Financial Services Inc.
National City Bank $ 7,500,000 18.75%
----------- -----
TOTAL $40,000,000 100%
=========== =====
</TABLE>
APPENDIX A-2-1
<PAGE>
APPENDIX B
TO CREDIT AND GUARANTY AGREEMENT
NOTICE ADDRESSES
_____________
dt 1525640
;
Nova Scotia
As referenced in this Credit and Guaranty Agreement:
Bank of Nova Scotia
– GE CAPITAL" as defined in the preamble hereto.
15
<PAGE>
"GOLD CONSIGNMENT AGREEMENT" means the agreement, dated as of
March 25, 2004, between Commemorative Brands, Inc. and The Bank of Nova Scotia
as amended, waived, modified, supplemented, renewed or replaced, from time to
time in accordance with Section 6.16(b) whether with The Bank of Nova Scotia or
one or
_____________
Bank of Nova Scotia – Brands, Inc. and The Bank of Nova Scotia
as amended, waived, modified, supplemented, renewed or replaced, from time to
time in accordance with Section 6.16(b) whether with The Bank of Nova Scotia or
one or more financial institutions and whether in one agreement or one or more
agreements.
GOLD CONSIGNMENT INTERCREDITOR AGREEMENT" means the agreement,
dated as of March 25, 2004, between
_____________
Bank of Nova
Scotia – more
agreements.
GOLD CONSIGNMENT INTERCREDITOR AGREEMENT" means the agreement,
dated as of March 25, 2004, between the Administrative Agent, Commemorative
Brands, Inc., the Borrower and the Guarantor Subsidiaries and The Bank of Nova
Scotia as amended, waived, modified, supplemented, renewed or replaced, from
time to time in accordance with Section 6.16(b) whether with The Bank of Nova
Scotia or one or more
_____________
Bank of Nova
Scotia – Guarantor Subsidiaries and The Bank of Nova
Scotia as amended, waived, modified, supplemented, renewed or replaced, from
time to time in accordance with Section 6.16(b) whether with The Bank of Nova
Scotia or one or more financial institutions and whether in one agreement or one
or more agreements.
"GOVERNMENTAL ACTS" means any act or omission, whether
rightful or wrongful, of any present
_____________
dt 1340920
;
|
CIT Group
As referenced in this Credit and Guaranty Agreement:
CIT Group Inc – Street, 1st Floor,
Jersey City, NY 07302
Attention: Rosemary Dunne
Telecopier: (201) 593-2315
APPENDIX B-3
<PAGE>
CIT LENDING SERVICES CORPORATION,
as Co-Documentation Agent
c/o CIT Group Inc .
Business Credit/Corporate Finance Group
1 CIT Drive, 3rd Floor
Livingstone, New Jersey 07039
Attention: Mark S. O'Keefe, Managing Director
Telecopier: (973) 740-5721
in each case, with
_____________
CIT Group Inc – Group
1 CIT Drive, 3rd Floor
Livingstone, New Jersey 07039
Attention: Mark S. O'Keefe, Managing Director
Telecopier: (973) 740-5721
in each case, with a copy to:
c/o CIT Group Inc .
Corporate Legal Department
1 CIT Drive, 3rd Floor
Livingstone, New Jersey 07039
Attention: John P. Sirico, II
Telecopier: (973) 422-5822 or (973) 740-5841
GENERAL ELECTRIC CAPITAL CORPORATION,
_____________
dt 1502271
;
Deutsche Bank
As referenced in this Credit and Guaranty Agreement:
DEUTSCHE BANK SECURITIES INC – AAC HOLDING CORP.,
CERTAIN SUBSIDIARIES OF AMERICAN ACHIEVEMENT CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT LEAD ARRANGER, JOINT BOOKRUNNER,
ADMINISTRATIVE AGENT AND COLLATERAL AGENT,
DEUTSCHE BANK SECURITIES INC .
AS JOINT LEAD ARRANGER AND JOINT BOOKRUNNER,
DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH,
AS SYNDICATION AGENT
CIT LENDING SERVICES CORPORATION,
GENERAL ELECTRIC CAPITAL CORPORATION,
AND
MERRILL LYNCH CAPITAL, A
_____________
DEUTSCHE BANK SECURITIES INC – Arranger, Joint Book Runner, Administrative Agent (together with its
permitted successors in such capacity, "ADMINISTRATIVE AGENT") and as Collateral
Agent (together with its permitted successors in such capacity, "COLLATERAL
AGENT"), DEUTSCHE BANK SECURITIES INC . ("DBSI"), as a Joint Lead Arranger and
Joint Bookrunner and DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH ("DBCI"), as
Syndication Agent (in such capacity, "SYNDICATION AGENT") and CIT LENDING
SERVICES
_____________
Deutsche Bank Securities Inc – the purpose of
hedging the foreign currency risk associated with Holdings' and its
Subsidiaries' operations and not for speculative purposes.
"DBCI" means Deutsche Bank AG Cayman Islands Branch.
"DBSI" means Deutsche Bank Securities Inc .
"DEBT TENDER" means the receipt of tender and consents by the
Company of at least 66 2/3% in principal amount of the AA Notes.
"DEFAULT" means a condition
_____________
DEUTSCHE BANK SECURITIES INC – Title:
<PAGE>
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Joint Bookrunner,
Administrative Agent, Collateral Agent
and a Lender
By: _________________________________
Authorized Signatory
<PAGE>
DEUTSCHE BANK SECURITIES INC .,
as Joint Lead Arranger and Joint Bookrunner
By: _________________________________
<PAGE>
DEUTSCHE BANK AG CAYMAN ISLANDS
BRANCH, as Syndication Agent and a Lender
By: _________________________________
<PAGE>
_____________
DEUTSCHE BANK SECURITIES INC – with a copy to:
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
Attention: Marcus J. Dougherty
Telecopier: (212) 751-4864
APPENDIX B-2
<PAGE>
DEUTSCHE BANK SECURITIES INC .,
as Joint Lead Arranger and Joint Bookrunner
c/o Deutsche Bank AG
60 Wall Street, 21st Floor
New York, 10005
Attention: Carin M. Keegan, Vice President
Telecopier: (212) 797-
_____________
dt 1377624
;
More... |
Preview
Full Doc
| 2004 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (645K)
Doc #1663008: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
DATED AS OF JUNE 4, 2004
AMONG
MAAX CORPORATION,
BEAUCELAND CORPORATION,
CERTAIN SUBSIDIARIES OF BEAUCELAND CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT LEAD ARRANGER, JOINT BOOKRUNNER OF THE TRANCHE B TERM LOANS AND
. . .
1663008
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – CREDIT AGREEMENT]
<PAGE>
COMERICA BANK CANADA BRANCH, as a Lender
By: /s/ Robert Rosen
----------------------------------------
Name: Robert Rosen
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
NATIONAL CITY BANK, CANADA BRANCH, as a Lender
By: /s/ J. Andrew Riddell
----------------------------------------
Name: J. Andrew Riddell
Title: Vice-President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
GE CANADA FINANCE HOLDING
_____________
National City Bank, – Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A., Canadian Branch Can$10,833,000 8.33%
Comerica Bank Canada Branch Can$10,833,000 8.33%
National City Bank, Canada Branch Can$10,833,000 8.33%
GE Canada Finance Holding Company Can$7,222,000 5.56%
Signature Corporate Bond Fund Can$1,250,000 0.96%
_____________
National City Bank, – Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A., Canadian Branch Can$4,167,000 8.33%
Comerica Bank Canada Branch Can$4,167,000 8.33%
National City Bank, Canada Branch Can$4,167,000 8.33%
GE Canada Finance Holding Company Can$2,778,000 5.56%
Total Can$50.0 million 100.00%
</TABLE>
_____________
NATIONAL CITY BANK, – 2210, South Tower
Royal Bank Plaza
200 Bay Street
P.O. Box 61
Toronto, Ontario, M5J 2J2
Attention: Robert Rosen
Telecopier: (416) 367-2460
APPENDIX B-9
<PAGE>
NATIONAL CITY BANK, CANADA BRANCH, as a Lender
130 King Street West
Suite 2140
Toronto, Ontario M5X 1E4
Attention: J. Andrew Riddell
Telecopier: (416) 361-0085
APPENDIX B-10
<PAGE>
_____________
dt 1525647
;
Citibank
As referenced in this Credit and Guaranty Agreement:
CITIBANK, N.A. – a Lender
By: /s/ Michel Voyer
----------------------------------------
Name: Michel Voyer
Title: Senior Manager
By: /s/ Sylvain Gascon
----------------------------------------
Name: Sylvain Gascon
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
CITIBANK, N.A. , CANADIAN BRANCH, as a Lender
By: /s/ Isabelle F. Cote
----------------------------------------
Name: Isabelle F. Cote
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
COMERICA BANK CANADA BRANCH, as a Lender
_____________
Citibank, N.A. – Branch Can$18,056,000 13.89%
Bank of Montreal, Chicago Branch Can$18,056,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A. , Canadian Branch Can$10,833,000 8.33%
Comerica Bank Canada Branch Can$10,833,000 8.33%
National City Bank, Canada Branch Can$10,833,000 8.33%
_____________
Citibank, N.A. – Branch Can$6,944,000 13.89%
Bank of Montreal, Chicago Branch Can$6,944,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A. , Canadian Branch Can$4,167,000 8.33%
Comerica Bank Canada Branch Can$4,167,000 8.33%
National City Bank, Canada Branch Can$4,167,000 8.33%
_____________
CITIBANK, N.A. – CAISSE CENTRALE DESJARDINS DU QUEBEC,
as a Lender
1, complexe Desjardins,
Suite 2822
Montreal, Quebec H5B 1BC
Attention: Michel Voyer
Telecopier: (514) 281-7083
APPENDIX B-7
<PAGE>
CITIBANK, N.A. , CANADIAN BRANCH,
as a Lender
630 Rene Levesque Boulevard West
Suite 2450
Montreal, Quebec H3B 1S6
Attention: Isabelle F. Cote
Telecopier: (514) 393-7545
APPENDIX B-8
<PAGE&
_____________
dt 1480211
;
|
Bank of Montreal
As referenced in this Credit and Guaranty Agreement:
BANK OF MONTREAL, – By: /s/ Vincent Lima
----------------------------------------
Name: Vincent Lima
Title: Vice President
By: /s/ Yvon Laplante
----------------------------------------
Name: Yvon Laplante
Title: Vice President & Manager
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH, as a Lender,
By: /s/ Bruce Pietka
----------------------------------------
Name: Bruce Pietka
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
LA CAISSE CENTRALE DESJARDINS DU
QUEBEC,
_____________
Bank of Montreal, – Can$7,611,000 5.86%
Merrill Lynch Capital Canada Inc. Can$7,611,000 5.86%
National Bank of Canada, New York Branch Can$18,056,000 13.89%
Bank of Montreal, Chicago Branch Can$18,056,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A., Canadian Branch Can$10,833,000
_____________
Bank of Montreal, – Can$3,889,000 7.78%
Merrill Lynch Capital Canada Inc. Can$3,889,000 7.78%
National Bank of Canada, New York Branch Can$6,944,000 13.89%
Bank of Montreal, Chicago Branch Can$6,944,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A., Canadian Branch Can$4,167,000
_____________
BANK OF MONTREAL, – National Bank of Canada
125 West 55th Street - 22nd Floor
New York, NY 10019
Attention: Rick Roberts --Senior Administration Officer
Telecopier: (212) 632-8509
APPENDIX B-5
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
115 South Lasalle,
Chicago, IL 60603
Attention: Bruce Pietka
Telecopier: (312) 750-6057
with a copy to:
Corporate Finance
105, St. Jacques, 3rd Floor
_____________
dt 1443933
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York
– average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided (i) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate
_____________
dt 1590185
;
More... |
Preview
Full Doc
| 2004 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (645K)
Doc #1682776: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
DATED AS OF JUNE 4, 2004
AMONG
MAAX CORPORATION,
BEAUCELAND CORPORATION,
CERTAIN SUBSIDIARIES OF BEAUCELAND CORPORATION,
AS GUARANTORS,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
AS JOINT LEAD ARRANGER, JOINT BOOKRUNNER OF THE TRANCHE B TERM LOANS AND
. . .
1682776
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – CREDIT AGREEMENT]
<PAGE>
COMERICA BANK CANADA BRANCH, as a Lender
By: /s/ Robert Rosen
----------------------------------------
Name: Robert Rosen
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
NATIONAL CITY BANK, CANADA BRANCH, as a Lender
By: /s/ J. Andrew Riddell
----------------------------------------
Name: J. Andrew Riddell
Title: Vice-President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
GE CANADA FINANCE HOLDING
_____________
National City Bank, – Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A., Canadian Branch Can$10,833,000 8.33%
Comerica Bank Canada Branch Can$10,833,000 8.33%
National City Bank, Canada Branch Can$10,833,000 8.33%
GE Canada Finance Holding Company Can$7,222,000 5.56%
Signature Corporate Bond Fund Can$1,250,000 0.96%
_____________
National City Bank, – Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A., Canadian Branch Can$4,167,000 8.33%
Comerica Bank Canada Branch Can$4,167,000 8.33%
National City Bank, Canada Branch Can$4,167,000 8.33%
GE Canada Finance Holding Company Can$2,778,000 5.56%
Total Can$50.0 million 100.00%
</TABLE>
_____________
NATIONAL CITY BANK, – 2210, South Tower
Royal Bank Plaza
200 Bay Street
P.O. Box 61
Toronto, Ontario, M5J 2J2
Attention: Robert Rosen
Telecopier: (416) 367-2460
APPENDIX B-9
<PAGE>
NATIONAL CITY BANK, CANADA BRANCH, as a Lender
130 King Street West
Suite 2140
Toronto, Ontario M5X 1E4
Attention: J. Andrew Riddell
Telecopier: (416) 361-0085
APPENDIX B-10
<PAGE>
_____________
dt 1525661
;
Citibank
As referenced in this Credit and Guaranty Agreement:
CITIBANK, N.A. – a Lender
By: /s/ Michel Voyer
----------------------------------------
Name: Michel Voyer
Title: Senior Manager
By: /s/ Sylvain Gascon
----------------------------------------
Name: Sylvain Gascon
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
CITIBANK, N.A. , CANADIAN BRANCH, as a Lender
By: /s/ Isabelle F. Cote
----------------------------------------
Name: Isabelle F. Cote
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
COMERICA BANK CANADA BRANCH, as a Lender
_____________
Citibank, N.A. – Branch Can$18,056,000 13.89%
Bank of Montreal, Chicago Branch Can$18,056,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A. , Canadian Branch Can$10,833,000 8.33%
Comerica Bank Canada Branch Can$10,833,000 8.33%
National City Bank, Canada Branch Can$10,833,000 8.33%
_____________
Citibank, N.A. – Branch Can$6,944,000 13.89%
Bank of Montreal, Chicago Branch Can$6,944,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A. , Canadian Branch Can$4,167,000 8.33%
Comerica Bank Canada Branch Can$4,167,000 8.33%
National City Bank, Canada Branch Can$4,167,000 8.33%
_____________
CITIBANK, N.A. – CAISSE CENTRALE DESJARDINS DU QUEBEC,
as a Lender
1, complexe Desjardins,
Suite 2822
Montreal, Quebec H5B 1BC
Attention: Michel Voyer
Telecopier: (514) 281-7083
APPENDIX B-7
<PAGE>
CITIBANK, N.A. , CANADIAN BRANCH,
as a Lender
630 Rene Levesque Boulevard West
Suite 2450
Montreal, Quebec H3B 1S6
Attention: Isabelle F. Cote
Telecopier: (514) 393-7545
APPENDIX B-8
<PAGE&
_____________
dt 1480237
;
|
Bank of Montreal
As referenced in this Credit and Guaranty Agreement:
BANK OF MONTREAL, – By: /s/ Vincent Lima
----------------------------------------
Name: Vincent Lima
Title: Vice President
By: /s/ Yvon Laplante
----------------------------------------
Name: Yvon Laplante
Title: Vice President & Manager
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH, as a Lender,
By: /s/ Bruce Pietka
----------------------------------------
Name: Bruce Pietka
Title: Vice President
[SIGNATURE PAGE TO CREDIT AGREEMENT]
<PAGE>
LA CAISSE CENTRALE DESJARDINS DU
QUEBEC,
_____________
Bank of Montreal, – Can$7,611,000 5.86%
Merrill Lynch Capital Canada Inc. Can$7,611,000 5.86%
National Bank of Canada, New York Branch Can$18,056,000 13.89%
Bank of Montreal, Chicago Branch Can$18,056,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$14,445,000 11.11%
Citibank, N.A., Canadian Branch Can$10,833,000
_____________
Bank of Montreal, – Can$3,889,000 7.78%
Merrill Lynch Capital Canada Inc. Can$3,889,000 7.78%
National Bank of Canada, New York Branch Can$6,944,000 13.89%
Bank of Montreal, Chicago Branch Can$6,944,000 13.89%
La Caisse Centrale Desjardins du Quebec Can$5,555,000 11.11%
Citibank, N.A., Canadian Branch Can$4,167,000
_____________
BANK OF MONTREAL, – National Bank of Canada
125 West 55th Street - 22nd Floor
New York, NY 10019
Attention: Rick Roberts --Senior Administration Officer
Telecopier: (212) 632-8509
APPENDIX B-5
<PAGE>
BANK OF MONTREAL, CHICAGO BRANCH,
as a Lender
115 South Lasalle,
Chicago, IL 60603
Attention: Bruce Pietka
Telecopier: (312) 750-6057
with a copy to:
Corporate Finance
105, St. Jacques, 3rd Floor
_____________
dt 1443939
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York
– average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided (i) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate
_____________
dt 1590346
;
More... |
Preview
Full Doc
| 2005 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (458K)
Doc #1689050: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
dated as of September 30, 2004
among
RIDDELL BELL HOLDINGS, INC.,
RBG HOLDINGS CORP.,
CERTAIN SUBSIDIARIES OF RIDDELL BELL HOLDINGS, INC.,
as Guarantors,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Joint Bookrunner,
Sole Administrative Agent and Collateral Agent
WACHOVIA CAPITAL MARKETS, LLC,
as Joint Lead Arranger and Joint Bookrunner,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Sole Syndication Agent
and . . .
1689050
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – AND GUARANTY AGREEMENT
EXECUTION
CIT LENDING SERVICES CORPORATION,
as a Lender
By:
/s/ John P. Sirico II
Name: John P. Sirico II
Title: Vice President
CREDIT AND GUARANTY AGREEMENT
EXECUTION
NATIONAL CITY BANK,
as a Lender
By:
/s/ Frank E. Byrne
Name: Frank E. Byrne
Title: Account Officer
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK,
as a Lender
By:
/s/ Daniel Grondin
_____________
National City Bank, – 500,000
87.1
%
Antares Capital Corporation
$
3,500,000
3.0
%
GMAC Commercial Finance LLC
$
3,500,000
3.0
%
CIT Lending Services Corporation
$
2,500,000
2.3
%
National City Bank, N.A.
$
2,500,000
2.3
%
North Fork Business Capital Corp.
$
2,500,000
2.3
%
Total
$
110,000,000
100
%
APPENDIX A-1-1
CREDIT AND GUARANTY
_____________
National City Bank, – 10.0
%
UBS Loan Finance LLC
$
2,500,000
5.0
%
LaSalle Bank National Association
$
5,000,000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
_____________
NATIONAL CITY BANK – Melville, NY 11747
Attention: Ron Walker
Telecopier: 631-501-5524
CIT LENDING SERVICES CORPORATION
1211 Avenue of the Americas
New York, NY 10036
Attention: Michael LaManes
Telecopier: 973-740-5721
NATIONAL CITY BANK
1900 East 9th Street
Locator 01-2077
Cleveland, OH 44114
Attention: Frank Byrne
Telecopier: 216-222-0003
APPENDIX B-3
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK
75 State
_____________
dt 1525667
;
Citibank
As referenced in this Credit and Guaranty Agreement:
Citibank N.A. – 000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
10.0
%
Total
$
50,000,000
100
%
APPENDIX A-2-1
CREDIT AND GUARANTY AGREEMENT
EXECUTION
APPENDIX
_____________
dt 1480248
;
|
ACS
As referenced in this Credit and Guaranty Agreement:
American Capital Strategies, Ltd – amended and restated limited liability company agreement of Riddell Holdings, LLC dated as of September 30, 2004 by and among Fenway Partners Capital Fund II, L.P., Fenway Partners, Inc., American Capital Strategies, Ltd ., Antares and the other parties thereto, as amended, waived and modified from time to time in accordance with Section 6.15.
13
CREDIT AND GUARANTY AGREEMENT
EXECUTION
ERISA means
_____________
dt 1410499
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
_____________
dt 1590407
;
More... |
Preview
Full Doc
| 2005 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (458K)
Doc #1708226: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
dated as of September 30, 2004
among
RIDDELL BELL HOLDINGS, INC.,
RBG HOLDINGS CORP.,
CERTAIN SUBSIDIARIES OF RIDDELL BELL HOLDINGS, INC.,
as Guarantors,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Joint Bookrunner,
Sole Administrative Agent and Collateral Agent
WACHOVIA CAPITAL MARKETS, LLC,
as Joint Lead Arranger and Joint Bookrunner,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Sole Syndication Agent
and . . .
1708226
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – AND GUARANTY AGREEMENT
EXECUTION
CIT LENDING SERVICES CORPORATION,
as a Lender
By:
/s/ John P. Sirico II
Name: John P. Sirico II
Title: Vice President
CREDIT AND GUARANTY AGREEMENT
EXECUTION
NATIONAL CITY BANK,
as a Lender
By:
/s/ Frank E. Byrne
Name: Frank E. Byrne
Title: Account Officer
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK,
as a Lender
By:
/s/ Daniel Grondin
_____________
National City Bank, – 500,000
87.1
%
Antares Capital Corporation
$
3,500,000
3.0
%
GMAC Commercial Finance LLC
$
3,500,000
3.0
%
CIT Lending Services Corporation
$
2,500,000
2.3
%
National City Bank, N.A.
$
2,500,000
2.3
%
North Fork Business Capital Corp.
$
2,500,000
2.3
%
Total
$
110,000,000
100
%
APPENDIX A-1-1
CREDIT AND GUARANTY
_____________
National City Bank, – 10.0
%
UBS Loan Finance LLC
$
2,500,000
5.0
%
LaSalle Bank National Association
$
5,000,000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
_____________
NATIONAL CITY BANK – Melville, NY 11747
Attention: Ron Walker
Telecopier: 631-501-5524
CIT LENDING SERVICES CORPORATION
1211 Avenue of the Americas
New York, NY 10036
Attention: Michael LaManes
Telecopier: 973-740-5721
NATIONAL CITY BANK
1900 East 9th Street
Locator 01-2077
Cleveland, OH 44114
Attention: Frank Byrne
Telecopier: 216-222-0003
APPENDIX B-3
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK
75 State
_____________
dt 1525691
;
Citibank
As referenced in this Credit and Guaranty Agreement:
Citibank N.A. – 000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
10.0
%
Total
$
50,000,000
100
%
APPENDIX A-2-1
CREDIT AND GUARANTY AGREEMENT
EXECUTION
APPENDIX
_____________
dt 1480262
;
|
ACS
As referenced in this Credit and Guaranty Agreement:
American Capital Strategies, Ltd – amended and restated limited liability company agreement of Riddell Holdings, LLC dated as of September 30, 2004 by and among Fenway Partners Capital Fund II, L.P., Fenway Partners, Inc., American Capital Strategies, Ltd ., Antares and the other parties thereto, as amended, waived and modified from time to time in accordance with Section 6.15.
13
CREDIT AND GUARANTY AGREEMENT
EXECUTION
ERISA means
_____________
dt 1410501
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
_____________
dt 1590524
;
More... |
Preview
Full Doc
| 2005 |
Credit and Guaranty Agreement
Credit and Guaranty Agreement (458K)
Doc #1708297: Click preview link for longer preview.
CREDIT AND GUARANTY AGREEMENT
dated as of September 30, 2004
among
RIDDELL BELL HOLDINGS, INC.,
RBG HOLDINGS CORP.,
CERTAIN SUBSIDIARIES OF RIDDELL BELL HOLDINGS, INC.,
as Guarantors,
VARIOUS LENDERS,
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Joint Lead Arranger, Joint Bookrunner,
Sole Administrative Agent and Collateral Agent
WACHOVIA CAPITAL MARKETS, LLC,
as Joint Lead Arranger and Joint Bookrunner,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Sole Syndication Agent
and . . .
1708297
|
National City
As referenced in this Credit and Guaranty Agreement:
NATIONAL CITY BANK, – AND GUARANTY AGREEMENT
EXECUTION
CIT LENDING SERVICES CORPORATION,
as a Lender
By:
/s/ John P. Sirico II
Name: John P. Sirico II
Title: Vice President
CREDIT AND GUARANTY AGREEMENT
EXECUTION
NATIONAL CITY BANK,
as a Lender
By:
/s/ Frank E. Byrne
Name: Frank E. Byrne
Title: Account Officer
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK,
as a Lender
By:
/s/ Daniel Grondin
_____________
National City Bank, – 500,000
87.1
%
Antares Capital Corporation
$
3,500,000
3.0
%
GMAC Commercial Finance LLC
$
3,500,000
3.0
%
CIT Lending Services Corporation
$
2,500,000
2.3
%
National City Bank, N.A.
$
2,500,000
2.3
%
North Fork Business Capital Corp.
$
2,500,000
2.3
%
Total
$
110,000,000
100
%
APPENDIX A-1-1
CREDIT AND GUARANTY
_____________
National City Bank, – 10.0
%
UBS Loan Finance LLC
$
2,500,000
5.0
%
LaSalle Bank National Association
$
5,000,000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
_____________
NATIONAL CITY BANK – Melville, NY 11747
Attention: Ron Walker
Telecopier: 631-501-5524
CIT LENDING SERVICES CORPORATION
1211 Avenue of the Americas
New York, NY 10036
Attention: Michael LaManes
Telecopier: 973-740-5721
NATIONAL CITY BANK
1900 East 9th Street
Locator 01-2077
Cleveland, OH 44114
Attention: Frank Byrne
Telecopier: 216-222-0003
APPENDIX B-3
CREDIT AND GUARANTY AGREEMENT
EXECUTION
SOVEREIGN BANK
75 State
_____________
dt 1525692
;
Citibank
As referenced in this Credit and Guaranty Agreement:
Citibank N.A. – 000
10.0
%
North Fork Business Capital Corp.
$
5,000,000
10.0
%
National City Bank, N.A.
$
5,000,000
10.0
%
Sovereign Bank
$
5,000,000
10.0
%
Citibank N.A.
$
5,000,000
10.0
%
CIT Lending Services Corporation
$
5,000,000
10.0
%
Total
$
50,000,000
100
%
APPENDIX A-2-1
CREDIT AND GUARANTY AGREEMENT
EXECUTION
APPENDIX
_____________
dt 1480263
;
|
ACS
As referenced in this Credit and Guaranty Agreement:
American Capital Strategies, Ltd – amended and restated limited liability company agreement of Riddell Holdings, LLC dated as of September 30, 2004 by and among Fenway Partners Capital Fund II, L.P., Fenway Partners, Inc., American Capital Strategies, Ltd ., Antares and the other parties thereto, as amended, waived and modified from time to time in accordance with Section 6.15.
13
CREDIT AND GUARANTY AGREEMENT
EXECUTION
ERISA means
_____________
dt 1410503
;
BNY
As referenced in this Credit and Guaranty Agreement:
Bank of New York – average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on
_____________
dt 1590525
;
More... |