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364-Day Revolving Credit Agreement
364-Day Revolving Credit Agreement (341K)
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$155,000,000
364-DAY
REVOLVING
CREDIT AGREEMENT
DATED AS OF MAY 10, 2002
AMONG
WORTHINGTON INDUSTRIES, INC.,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-SYNDICATION AGENTS
-----------------------------
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
{PAGE}
364-DAY REVOLVING
CREDIT AGREEMENT
This 364-Day Revolving Credit Agreement is dated as of May 10,
2002 and is among WORTHINGTON INDUSTRIES, INC., an Ohio corporation (the
"BORROWER"), the banks and other financial institutions from time to time party
hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and
Administrative Agent.
The Borrower has requested the Lenders to provide a revolving
credit facility to the Borrower in the aggregate principal amount of
$155,000,000 for the purposes hereinafter set forth. The Lenders are willing to
make the requested credit facility available to the Borrower on the terms and
conditions set forth herein. Accordingly, in consideration of the mutual
agreements set forth herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS
SECTION 1.01 DEFINED TERMS. As used in this Agreement, the
following terms shall have the meanings set forth below:
"ABSOLUTE RATE AUCTION" means a solicitation of Competitive
Bids setting forth Competitive Bid Absolute Rates pursuant to SECTION 2.03 for
Competitive Bid Loans.
"ACTIVE RESTRICTED SUBSIDIARY" means a Restricted Subsidiary
having a net worth in excess of $1,000,000.
"ADDITIONAL SENIOR INDEBTEDNESS" means Indebtedness of the
Borrower incurred after the Closing Date which is secured on a pari passu basis
by the Collateral (as defined in the Pledge Agreement).
"ADJUSTED CONSOLIDATED OPERATING INCOME" means, for any
period, the consolidated operating income (or loss) of the Borrower and its
Consolidated Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP; PROVIDED, that there shall be excluded from the
calculation of Adjusted Consolidated Operating Income (i) the income (or loss)
of any consolidated joint venture, except to the extent that any such income is
actually received by the Borrower or any such Consolidated Subsidiary in the
form of dividends or other distributions during such period and (ii) any effect
which would otherwise result from the Consolidation Plan.
"ADMINISTRATIVE AGENT" means PNC Bank, National Association,
in its capacity as administrative agent for the Lenders hereunder and under the
other Loan Documents, and its successor or successors in such capacity.
"ADMINISTRATIVE AGENT'S OFFICE" means the Administrative
Agent's address and, as appropriate, account as set forth on SCHEDULE 10.02, or
such other address and account as the Administrative Agent may from time to time
notify to the Borrower and the Lenders.
"AFFILIATE" means, as to any Person, any other Person directly
or indirectly controlling, controlled by, or under direct or indirect common
control with, such Person. A Person shall be deemed to be "controlled by" any
other Person if such other Person possesses, directly or indirectly, power (i)
to vote 10% or more of the securities (on a fully diluted basis) having ordinary
voting power for the election
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of directors or managing general partners or (ii) to direct or cause the
direction of the management and policies of such Person, whether by contract or
otherwise.
"AGENT" means the Administrative Agent or the Co-Syndication
Agents and any successors and assigns in such capacity, and "AGENTS" means any
two or more of them.
"AGENT-RELATED PERSONS" means any Agent, together with its
Affiliates (including in the case of PNC Bank, National Association in its
capacity as the Administrative Agent), and the officers, directors, employees,
agents and attorneys-in-fact of such Person and its Affiliates.
"AGREEMENT" means this Agreement, as amended, restated,
supplemented or otherwise modified from time to time.
"APPLICABLE INTERBANK OFFERED RATE" for any Eurodollar Loan
for the Interest Period applicable thereto means:
(i) the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate that appears on
display page 3750 of the Telerate screen (or any successor thereto)
that displays the average British Bankers Association Interest
Settlement Rate for deposits in Dollars (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest
Period, determined as of approximately 11:00 A.M. (London time) two
Business Days prior to the first day of such Interest Period; or
(ii) if the rate referenced in CLAUSE (i) above does not
appear on such page or service or such page or service shall cease
to be available, the rate per annum equal to the rate determined by
the Administrative Agent to be the offered rate that appears on such
other page or service that displays an average British Bankers
Association Interest Settlement Rate for deposits in Dollars (for
delivery on the first day of such Interest Period) with a term
equivalent to such Interest Period, determined as of approximately
11:00 A.M. two Business Days prior to the first day of such Interest
Period; or
(iii) if the rates referenced in the preceding CLAUSES
(i) and (ii) are not available, the rate per annum determined by the
Administrative Agent as the rate of interest (rounded upwards to the
next 1/100th of 1%) at which deposits in Dollars for delivery on the
first day of such Interest Period in same day funds in the
approximate amount of the Eurodollar Loan being made, continued or
converted with a term equivalent to such Interest Period would be
offered by PNC Bank, National Association or one of its Affiliates
to major banks in the offshore market for Dollars at their request
at approximately 11:00 A.M. (London time) two Business Days prior to
the first day of such Interest Period.
"APPLICABLE LENDING OFFICE" means with respect to any Lender
and for each Class and Type of Loan, the "Lending Office" of such Lender (or of
an Affiliate of such Lender) designated for such Class and Type of Loan on
SCHEDULE 10.02 or such other office of such Lender (or of an Affiliate of such
Lender) as such Lender may from time to time specify to the Administrative Agent
and the Borrower as the office by which its Loans of such Class and Type are to
be made and maintained; PROVIDED, that any Lender may from time to time by
notice to the Borrower and the Administrative Agent (x) designate separate
Eurodollar Lending Offices for loans in different currencies, in which case all
references herein to the Applicable Lending Office of such Lender shall, with
respect to its Eurodollar Loans, be deemed to refer to any or all of such
offices, as the context may require, and (y) designate separate Competitive Bid
Lending Offices for (A) its Competitive Bid LIBOR Loans, (B) its Competitive Bid
Absolute Rate Loans and (C) its Competitive Bid Loans in different currencies,
in which case all
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references herein to the Applicable Lending Office of such Lender shall, with
respect to such Loans, be deemed to refer to any or all of such offices, as the
context may require.
"APPLICABLE MARGIN" means, for purposes of calculating (i) the
applicable interest rate for any day for any Base Rate Loans or Eurodollar
Loans, (ii) the applicable rate for the Facility Fee for any day for purposes of
SECTION 2.11(a) or (iii) the applicable rate for the Utilization Fee for any day
for purposes of SECTION 2.11(b), the appropriate applicable percentage set forth
below corresponding to then current Worthington's Ratings:
{TABLE}
{CAPTION}
===================== ====================== ========================= ===================== ============================
Applicable Applicable Percentage for
Worthington's Applicable Percentage Percentage for Base Eurodollar
Ratings (S&P/Moody's) for Facility Fees Rate Loans Loans
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
{S} {C} {C} {C} {C}
.400%
Category A: A-/A3 or higher .100% 0%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category B: BBB+/Baa1 .125% 0% .500%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category C: BBB/Baa2 .150% 0% .600%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category D: BBB-/Baa3 .175% 0% .700%
--------------------- ---------------------- ------------------------- --------------------- ----------------------------
Category E: BB+/Ba1 or .250% 0% 1.25%
lower or unrated
===================== ====================== ========================= ===================== ============================
{/TABLE}
{TABLE}
{CAPTION}
======================= ====================== ============================= =============================
Applicable Percentage for Applicable Percentage for
Worthington's Utilization Fee: Utilization Fee:
Ratings (S&P/Moody's) Usage } 33% of Commitments Usage } 66% of Commitments
----------------------- ---------------------- ----------------------------- -----------------------------
{S} {C} {C} {C}
Category A: A-/A3 or higher .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category B: BBB+/Baa1 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category C: BBB/Baa2 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category D: BBB-/Baa3 .125% .250%
----------------------- ---------------------- ----------------------------- -----------------------------
Category E: BB+/Ba1 or .125% .250%
lower or unrated
======================= ====================== ============================= =============================
{/TABLE}
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Initially, the Applicable Margins for Base Rate Loans and
Eurodollar Loans and the applicable rate for Facility Fees shall be based upon
Worthington's Ratings specified in the certificate delivered pursuant to SECTION
4.01(d)(ii) of this Agreement. Thereafter, each change in the Applicable Margins
for Base Rate Loans and Eurodollar Loans and the applicable rate for Facility
Fees shall be effective during the period commencing on the date of a public
announcement with respect to a change in Worthington's Ratings and ending on the
date immediately preceding the effective date of the next such change, if any.
In the event a rating differential of one level exists, Worthington's Ratings
shall be deemed to be the higher of the two ratings. In the event a rating
differential of more than one level exists, Worthington's Ratings shall be
deemed to be one level below the higher rating.
"APPROVED FUND" means (i) with respect to any Lender, an
entity (whether a corporation, partnership, limited liability company, trust or
otherwise) that is engaged in making, purchasing, holding or otherwise investing
in bank loans and similar extensions of credit in the ordinary course of its
business and is managed by such Lender or an Affiliate of such Lender, (ii) with
respect to any Lender that is a fund that invests in bank loans and similar
extensions of credit, any other fund that invests in bank loans and similar
extensions of credit and is managed by the same investment advisor as such
Lender or by an Affiliate of such investment advisor and (iii) any special
purpose funding vehicle described in SECTION 10.06(h).
"ASSIGNMENT AND ACCEPTANCE" means an Assignment and
Acceptance, substantially in the form of EXHIBIT C hereto, under which an
interest of a Lender hereunder is transferred to an Eligible Assignee pursuant
to SECTION 10.06(b).
"ASSOCIATE" has the meaning given to it in Rule 12b-2 under
the Exchange Act.
"ATTORNEY COSTS" means all reasonable and actual fees and
disbursements of any law firm or other external counsel.
"BANKRUPTCY EVENT" means, with respect to any Person, (i) a
court or governmental agency having appropriate jurisdiction shall enter a
decree or order for relief in respect of such Person in an involuntary case
under any Debtor Relief Law now or hereafter in effect, or appoint a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of
such Person or for any substantial part of its property or ordering the winding
up or liquidation of its affairs, (ii) an involuntary case under any applicable
Debtor Relief Law now or hereafter in effect is commenced against such Person
and such petition remains unstayed and in effect for a period of 60 consecutive
days, (iii) such Person shall commence a voluntary case under any applicable
Debtor Relief Law now or hereafter in effect, or consent to the entry of an
order for relief in an involuntary case under any such law, or consent to the
appointment or taking possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of such Person or any substantial part
of its property or make any general assignment for the benefit of creditors or
(iv) such Person shall admit in writing its inability to pay its debts generally
as they become due or any definitive action shall be taken by such Person in
preparation for any of the aforesaid.
"BASE RATE" means, for any day, (a) a rate per annum equal to
the higher of (i) the Prime Rate for such day and (ii) the sum of 1/2 of 1% plus
the Federal Funds Rate for such day (any change in the Base Rate due to a change
in the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or the Federal Funds Rate) or (b)
exclusively for purposes of Swingline Loans, any other rate per annum that may
be agreed upon between the Swingline Lender and the Borrower.
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"BASE RATE LOAN" means a Committed Loan (Syndicated or
Swingline) which bears interest at the Base Rate pursuant to the applicable
Notice of Syndicated Loan, Swingline Loan Request, Notice of
Extension/Conversion or the provisions of ARTICLE III.
"BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.
"BORROWER" means Worthington Industries, Inc., an Ohio
corporation, and its successors.
"BORROWER'S 2001 FORM 10-K" means the Borrower's annual report
on Form 10-K for the fiscal year ended May 31, 2001, as filed with the
Securities and Exchange Commission pursuant to the Exchange Act.
"BORROWER'S LATEST FORM 10-Q" means the Borrower's quarterly
report on Form 10-Q for the quarter ended February 28, 2002, as filed with the
Securities and Exchange Commission pursuant to the Exchange Act.
"BORROWING" has the meaning set forth in SECTION 1.04.
"BUSINESS DAY" means any day except a Saturday, Sunday or
other day on which commercial banks are authorized or required to close, under
the laws of, or are in fact closed in, the state where the Administrative
Agent's Office is located, except that if such day relates to a borrowing of, a
payment or prepayment of principal of or interest on, or the Interest Period
for, a Eurodollar Loan, or a notice by the Borrower with respect to any such
borrowing, payment, prepayment or Interest Period, such day shall also be a day
on which commercial banks are open for international business (including
dealings in Dollar deposits) in London.
"CAPITAL LEASE" of any Person means any lease of property
(whether real, personal or mixed) by such Person as lessee which would, in
accordance with GAAP, be required to be accounted for as a capital lease on the
balance sheet of such Person.
"CAPITAL LEASE OBLIGATIONS" means, with respect to any Person,
all obligations of such Person as lessee under Capital Leases, in each case
taken at the amount thereof accounted for as liabilities in accordance with
GAAP.
"CAPITALIZATION" means Consolidated Indebtedness plus
Consolidated Net Worth.
"CASH EQUIVALENTS" means:
(i) securities issued or directly and fully guaranteed
or insured by the United States of America or any agency or
instrumentality thereof (PROVIDED, that the full faith and credit of
the United States of America is pledged in support thereof) having
maturities of not more than twelve months from the date of
acquisition;
(ii) Dollar-denominated certificates of deposit of (A)
any Lender, (B) any United States commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (C)
any bank whose (or whose parent company's) short-term commercial
paper rating from S&P is at least A-1 or the equivalent thereof or
from Moody's is at least P-1 or the equivalent thereof (any such
bank being an "APPROVED LENDER"), in each case with maturities of
not more than 270 days from the date of acquisition;
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(iii) commercial paper and variable or fixed rate notes
issued by any Approved Lender (or by the parent company thereof) or
any variable rate notes issued by, or guaranteed by, any domestic
corporation not an Affiliate of the Borrower rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent
thereof) or better by Moody's and maturing within six months of the
date of acquisition;
(iv) repurchase agreements with a bank or trust company
(including any of the Lenders) or recognized securities dealer
having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States of
America in which the Borrower or one or more of its Subsidiaries
shall have a perfected first priority security interest (subject to
no other Liens) and having, on the date of purchase thereof, a fair
market value of at least 100% of the amount of the repurchase
obligations; and
(v) Investments, classified in accordance with GAAP as
current assets, in money market investment programs registered under
the Investment Company Act of 1940, as amended, which are
administered by reputable financial institutions having capital of
at least $500,000,000 and the portfolios of which are limited to
Investments of the character described in the foregoing CLAUSES (i)
through (iv).
"CHANGE OF CONTROL" means, with respect to any Person, an
event or series of events by which:
(i) any "person" or "group" (within the meaning of
Section 13(d) and 14(d) of the Exchange Act) (other than John H.
McConnell, John P. McConnell, their Affiliates, their Associates (as
defined in Rule 12b-2 under the Exchange Act), or a group which the
foregoing are a principal participant, or any profit sharing,
employee stock ownership or other employee benefit plan of the
Borrower or any Subsidiary of the Borrower or any trustee or
fiduciary with respect to any such plan when acting in such
capacity) has become the "beneficial owner" (as defined in Rules
13d-3 and 13d-5 under the Exchange Act, except that a Person shall
be deemed to have "beneficial ownership" of all securities that any
such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), by way
of merger, consolidation or otherwise, of 30% or more of the Equity
Interests of such Person on a fully-diluted basis after giving
effect to the conversion and exercise of all outstanding Equity
Equivalents (whether or not such Equity Equivalents are then
currently convertible or exercisable); or
(ii) during any period of 12 consecutive months, a
majority of the members of the board of directors or other
equivalent governing body of such Person cease to be composed of
individuals (A) who were members of that board or equivalent
governing body on the first day of such period, (B) whose election
or nomination to that board or equivalent governing body was
approved by individuals referred to in CLAUSE (ii)(A) above
constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (C) whose
election or nomination to that board or other equivalent governing
body was approved by individuals referred to in CLAUSES (ii)(A) and
(B) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body.
"CLASS" has the meaning set forth in SECTION 1.04.
"CLOSING DATE" means the date on or after the Effective Date
when the conditions precedent in SECTION 4.01 are satisfied.
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"CODE" means the Internal Revenue Code of 1986, as amended,
and any successor statute thereto, as interpreted by the rules and regulations
issued thereunder, in each case as in effect from time to time.
"COLLATERAL AGENT" means Wells Fargo Bank Minnesota, National
Association, in its capacity as collateral agent under the Pledge Agreement,
together with its successors and permitted assigns.
"COMMITMENT" means (i) with respect to each Lender, its
Revolving Commitment and (ii) with respect to the Swingline Lender, the
Swingline Commitment, in each case in the respective amount set forth on
SCHEDULE 1.01A or in the applicable Assignment and Acceptance as its Commitment
of the applicable Class, as any such amount may be increased or decreased from
time to time pursuant to this Agreement.
"COMMITMENT INCREASE DATE" has the meaning set forth in
SECTION 2.10(e).
"COMMITTED LOAN" means a Syndicated Loan or a Swingline Loan.
"COMPETITIVE BID" has the meaning set forth in SECTION
2.03(d).
"COMPETITIVE BID ABSOLUTE RATE" has the meaning set forth in
Section 2.03(d)(ii)(D).
"COMPETITIVE BID ABSOLUTE RATE LOAN" means a Competitive Bid
Loan made by a Lender pursuant to an Absolute Rate Auction.
"COMPETITIVE BID LIBOR LOAN" means a Competitive Bid Loan made
by a Lender pursuant to a LIBOR Auction (including such a Loan bearing interest
at the Base Rate pursuant to ARTICLE III).
"COMPETITIVE BID LOAN" means a Competitive Bid LIBOR Loan or a
Competitive Bid Absolute Rate Loan.
"COMPETITIVE BID MARGIN" has the meaning set forth in SECTION
2.03(d)(ii)(C).
"COMPETITIVE BID NOTE" means a promissory note, substantially
in the form of Exhibit B-2 hereto, evidencing the obligation of the Borrower to
repay outstanding Competitive Bid Loans, as such note may be amended, modified,
supplemented, extended, renewed or replaced from time to time.
"COMPETITIVE BID QUOTE" has the meaning set forth in SECTION
2.03(b)(iv).
"COMPETITIVE BID REQUEST" has the meaning set forth in SECTION
2.03(b).
"CONSOLIDATED EBITDA" means for any period the sum of (i)
Consolidated Net Income for such period plus (ii) an amount which, in the
determination of Consolidated Net Income for such period, has been deducted for
(A) Consolidated Interest Expense, (B) provisions for Federal, state, local and
foreign income, value added and similar taxes, (C) depreciation, amortization
(including, without limitation, amortization of goodwill and other intangibles)
and other non-cash expense, all determined in accordance with GAAP and (D)
solely for the fiscal quarters ended May 31, 2002, August 31, 2002, November 30,
2002 and February 28, 2003, an amount not in excess of $90,000,000 in the
aggregate with respect to the expense related to the Consolidation Plan, minus
(iii) an amount which, in the determination of Consolidated Net Income for such
period, has been added for (A) interest income and (B) any non-cash income or
non-cash gains, all as determined in accordance with GAAP. If the Borrower or
any
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Subsidiary makes an acquisition or a material divestiture, in either case to the
extent permitted pursuant to this Agreement, during any period for which
Consolidated EBITDA is measured, then for purposes of determining the Leverage
Ratio, Consolidated EBITDA shall be adjusted for the period of time prior to the
date of such acquisition or divesture by adding the historical financial results
for such period of the Person or assets acquired (without taking account of cost
savings or others synergies unless approved by the Required Lenders) or deleting
that portion of the financial results of the Borrower and its Consolidated
Subsidiaries for such period attributable to the Person or assets divested, all
as reasonably determined by the Borrower and certified to the Administrative
Agent and the Lenders.
"CONSOLIDATED INDEBTEDNESS" means at any date the Indebtedness
of the Borrower and its Subsidiaries, determined on a consolidated basis as of
such date.
"CONSOLIDATED INTEREST EXPENSE" means, for any period, the
total interest expense, whether paid or accrued and whether or not capitalized
(including, without limitation, amortization of debt issuance costs and original
issue discount, non-cash interest payments, the interest component of any
deferred payment obligations, the interest component of all payments under
Capital Lease Obligations and the implied interest component of Synthetic Lease
Obligations (regardless of whether accounted for as interest expense under
GAAP), all commissions, discounts and other fees and charges owed with respect
to letters of credit, bankers' acceptances and asset securities and other
similar off balance street transactions and net costs in respect of Derivatives
Obligations constituting interest rate swaps, collars, caps or other
arrangements requiring payments contingent upon interest rates of the Borrower
and its Restricted Subsidiaries), determined on a consolidated basis for such
period.
"CONSOLIDATED NET INCOME" means, for any period, the net
income (or net loss) after taxes of the Borrower and its Subsidiaries for such
period, determined on a consolidated basis in accordance with GAAP; PROVIDED,
that there shall be excluded from the calculation of Consolidated Net Income (i)
the income (or loss) of any Person in which any other Person (other than the
Borrower or any of its Wholly-Owned Subsidiaries) has an ownership interest,
except to the extent that any such income is actually received by the Borrower
or such Wholly-Owned Subsidiary in the form of dividends or other distributions
during such period and (ii) the income of any Subsidiary of the Borrower to the
extent that the declaration or payment of dividends or similar distributions by
that Subsidiary of that income is not at the time permitted by operation of the
terms of its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that Subsidiary.
"CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Borrower and its Subsidiaries for the total assets (less
accumulated depletion, depreciation or amortization, allowances for doubtful
receivables, other applicable reserves and other properly deductible items) of
the Borrower and its Subsidiaries, determined on a consolidated basis in
accordance with GAAP, after giving effect to purchase accounting and after
deducting therefrom, to the extent included in total assets, in each case as
determined on a consolidated basis in accordance with GAAP (without
duplication): (i) the aggregate amount of liabilities of the Borrower and its
Subsidiaries which may properly be classified as current liabilities (including
taxes accrued as estimated); (ii) current Indebtedness and current maturities of
long-term Indebtedness; (iii) minority interests in the Borrower's subsidiaries
held by Persons other than the Borrower or a wholly-owned Subsidiary of the
Borrower; and (iv) unamortized debt discount and expenses and other unamortized
deferred charges, goodwill, patents, trademarks, service marks, trade names,
copyrights, licenses, organization or developmental expenses and other
intangible items.
"CONSOLIDATED NET WORTH" means at any time the consolidated
stockholders' equity of the Borrower and its Subsidiaries calculated on a
consolidated basis in accordance with GAAP as of such time.
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"CONSOLIDATED SUBSIDIARY" means with respect to any Person at
any date any Subsidiary of such Person or other entity the accounts of which
would be consolidated with those of such Person in its consolidated financial
statements if such statements were prepared as of such date in accordance with
GAAP.
"CONSOLIDATION PLAN" means the consolidation plan and
impairment reserve announced by the Borrower in a press release dated January
24, 2002 that will result in no more than $90,000,000 in one-time charges to net
income during the fiscal quarter ended February 28, 2002.
"CONTRACTUAL OBLIGATION" means, as to any Person, any
provision of any material security issued by such Person or of any material
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.
"CONTROLLING PERSON" means, with respect any Person, the
beneficial owner of a percentage of the voting power of the Equity Interests of
any such Person sufficient to approve an action of any such Person which
requires a simple majority of the owners of such Equity Interest to vote to
approve any such action; PROVIDED, that any such Person is a Consolidated
Subsidiary of such Controlling Person.
"CREDIT EXPOSURE" has the meaning set forth in the definition
of "REQUIRED LENDERS" in this SECTION 1.01.
"CREDIT EXTENSION" means a Borrowing, a Competitive Bid Loan
or the purchase by a Lender of a Participation Interest.
"CREDITOR" means each Lender, each Agent and each Indemnitee
and their respective successors and assigns, and "Creditors" means any two or
more of such Creditors.
"DEBTOR RELIEF LAWS" means the Bankruptcy Reform Act of 1978,
as amended, and all other liquidation, conservatorship, bankruptcy, assignment
for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization or similar debtor relief laws of the United States of
America or other applicable jurisdiction from time to time affecting the rights
of creditors generally.
"DEFAULT" means any condition or event which constitutes an
Event of Default or which with the giving of notice or lapse of time or both
would, unless cured or waived, become an Event of Default.
"DEFAULTING LENDER" means at any time any Lender that, within
one Business Day of when due, (i) has failed to make a Loan or purchase a
Participation Interest in a Swingline Loan required pursuant to the terms of
this Agreement, (ii) other than as set forth in CLAUSE (i) above, has failed to
pay to any Agent or any Lender an amount owed by such Lender pursuant to the
terms of this Agreement or any other Loan Document or (iii) has been deemed
insolvent or has become subject to a Bankruptcy Event.
"DERIVATIVES AGREEMENT" means (i) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond price or bond index swaps or
options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement and
(ii) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and
-9-
{PAGE}
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement or any other master agreement.
"DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the commencement
of any Bankruptcy Event with respect to such Person, whether or not allowed or
allowable as a claim under any applicable Debtor Relief Laws) of such Person in
respect of any Derivatives Agreement, excluding any amounts which such Person is
entitled to set-off against its obligations under applicable law.
"DISPOSITION" or "DISPOSE" means the sale, transfer, license
or other disposition (including any Sale/Leaseback Transaction) of any property
by any Person, including any sale, assignment, transfer or other disposal, with
or without recourse, of any notes, accounts receivable or payment intangible or
any rights or claims associated therewith.
"DOLLARS" and the sign "$" means lawful money of the United
States of America.
"EFFECTIVE DATE" means the date this Agreement becomes
effective in accordance with SECTION 10.17.
"ELIGIBLE ASSIGNEE" means (i) any Lender, (ii) any Affiliate
of a Lender, (iii) any Approved Fund and (iv) any other Person (other than a
natural Person) approved by (A) the Administrative Agent, (B) in the case of any
assignment of a Revolving Commitment, the Swingline Lender and (C) unless (x)
such Person is taking delivery of an assignment in connection with physical
settlement of a credit derivatives transaction or (y) an Event of Default has
occurred and is continuing at the time any assignment is effected pursuant to
SECTION 10.06(b), the Borrower (each such approval not to be unreasonably
withheld or delayed and any such approval required of the Borrower to be deemed
given by the Borrower if no objection from the Borrower is received by the
assigning Lender and the Administrative Agent within two Business Days after
notice of such proposed assignment has been provided by the assigning Lender to
the Borrower); PROVIDED, HOWEVER, that the Borrower and its Affiliates shall not
qualify as Eligible Assignees.
"ENVIRONMENTAL LAWS" means any current or future legal
requirement of any Governmental Authority pertaining to (i) the protection of
health, safety, and the environment, (ii) the conservation, management or use of
natural resources and wildlife, (iii) the protection or use of surface water and
groundwater or (iv) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation or handling of, or exposure to, any
hazardous or toxic substance or material and includes, without limitation, the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 USC
9601 et seq., Solid Waste Disposal Act, as amended by the Resource Conservation
and Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984, 42 USC
6901 et seq., Federal Water Pollution Control Act, as amended by the Clean Water
Act of 1977, 33 USC 1251 et seq., Clean Air Act of 1966, as amended, 42 USC 7401
et seq., Toxic Substances Control Act of 1976, 15 USC 2601 et seq., Hazardous
Materials Transportation Act, 49 USC App. 1801 et seq., Occupational Safety and
Health Act of 1970, as amended, 29 USC 651 et seq., Oil Pollution Act of 1990,
33 USC 2701 et seq., Emergency Planning and Community Right-to-Know Act of 1986,
42 USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC 4321 et
seq., Safe Drinking Water Act of 1974, as amended, 42 USC 300(f) et seq., any
analogous implementing or successor law, and any amendment, rule, regulation,
order or directive issued thereunder.
-10-
{PAGE}
"EQUITY EQUIVALENTS" means with respect to any Person any
rights, warrants, options, convertible securities, exchangeable securities,
indebtedness or other rights, in each case exercisable for or convertible or
exchangeable into, directly or indirectly, Equity Interests of such Person or
securities exercisable for or convertible or exchangeable into Equity Interests
of such Person, whether at the time of issuance or upon the passage of time or
the occurrence of some future event.
"EQUITY INTERESTS" means all shares of capital stock,
partnership interests (whether general or limited), limited liability company
membership interests, beneficial interests in a trust and any other interest or
participation that confers on a Person the right to receive a share of profits
or losses, or distributions of assets, of an issuing Person, but excluding any
debt securities convertible into such Equity Interests.
"ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and any successor statute thereto, as interpreted by the rules
and regulations issued thereunder, in each case as in effect from time to time.
"ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control with the Borrower within the meaning of
Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).
"ERISA EVENT" means: (i) a Reportable Event with respect to a
Pension Plan; (ii) a withdrawal by the Borrower or any ERISA Affiliate from a
Pension Plan subject to Section 4063 of ERISA during a plan year in which it was
a substantial employer (as defined in Section 4001(a)(2) of ERISA); (iii) a
complete or partial withdrawal by the Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (iv) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (v) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (vi) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.
"EURODOLLAR RATE" means, for each Interest Period for each
Eurodollar Loan comprising the same Group, the quotient obtained (rounded
upward, if necessary, to the next higher 1/100th of 1%) by dividing (i) the
Applicable Interbank Offered Rate for Dollars for such Interest Period by (ii)
1.00 minus the Eurodollar Reserve Percentage.
"EURODOLLAR RESERVE PERCENTAGE" means for any day that
percentage (expressed as a decimal) which is in effect on such day, as
prescribed by the Board (or any other entity succeeding to the functions
currently performed thereby) for determining the maximum reserve requirement for
a member bank of the Federal Reserve System in New York City with deposits
exceeding five billion Dollars in respect of "Eurodollar liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Eurodollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Lender to United States residents), whether or
not a Lender has any Eurodollar liabilities subject to such reserve requirement
at that time. Eurodollar Loans shall be deemed to constitute Eurodollar
liabilities and as such shall be deemed subject to reserve requirements without
benefits of credits for prorations, exceptions or offsets that may be available
from time to time to a Lender. The Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Eurodollar
Reserve Percentage.
-11-
{PAGE}
"EURODOLLAR LOAN" means a Syndicated Loan which bears interest
at a Eurodollar Rate pursuant to the applicable Notice of Syndicated Loan or
Notice of Extension/Conversion.
"EVENT OF DEFAULT" has the meaning set forth in SECTION 8.01.
"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended, and any successor statute thereto, together with the rules and
regulations promulgated thereunder.
"EXISTING LETTERS OF CREDIT" means the letters of credit
issued for the account of the Borrower and any Restricted Subsidiary before the
Closing Date and described by date of issuance, letter of credit number, undrawn
amount, name of beneficiary and date of expiry on SCHEDULE 7.01 hereto, without
giving effect to any extension of the term thereof.
"FACILITY FEE" has the meaning set forth in SECTION 2.11(a).
"FAILED LOAN" has the meaning set forth in SECTION 2.04(e).
"FEDERAL FUNDS RATE" means for any day the rate per annum
(rounded upward, if necessary, to the nearest 1/100th of 1%) equal to the
weighted 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, that (i) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (ii) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as determined by the
Administrative Agent.
"FIVE YEAR CREDIT AGREEMENT" means the $155,000,000 Five Year
Revolving Credit Agreement dated as of May 10, 2002 among the Borrower, the
banks and other financial institutions from time to time party thereto and PNC
Bank, National Association, as Administrative Agent, as the same may be amended,
restated, supplemented or otherwise modified from time to time.
"FIXED RATE LOAN" means Eurodollar Loans or Competitive Bid
Loans (excluding Competitive Bid LIBOR Loans bearing interest at the Base Rate)
or any combination of the foregoing.
"FOREIGN SUBSIDIARY" means with respect to any Person any
Subsidiary of such Person that is organized outside the United States and
conducts substantially all of its business outside the United States.
"GAAP" means at any time generally accepted accounting
principles as then in effect in the United States, applied on a basis consistent
(except for changes with which the Borrower's independent public accountants
have concurred) with the most recent audited consolidated financial statements
of the Borrower and its Consolidated Subsidiaries previously delivered to the
Lenders.
"GOVERNMENTAL AUTHORITY" means any federal, state, local,
provincial or foreign government, authority, agency, central bank,
quasi-governmental or regulatory authority, court or other body or entity, and
any arbitrator with authority to bind a party at law.
"GROUP OF LOANS" means at any time a group of Loans consisting
of (i) all Loans which are Base Rate Loans at such time or (ii) all Loans which
are Eurodollar Loans having the same Interest Period at such time; PROVIDED,
that if a Committed Loan of any particular Lender is converted to or made
-12-
{PAGE}
as a Base Rate Loan pursuant to ARTICLE III, such Loan shall be included in the
same Group of Loans from time to time as it would have been had it not been so
converted or made.
"GUARANTY OBLIGATION" means any obligation, contingent or
otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of
any other Person and any obligation, direct or indirect, contingent or
otherwise, of such Person (i) to purchase or pay (or advance or supply funds for
the purchase or payment of) such Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to keep-well, to
purchase assets, goods, securities or services, to take-or-pay, or to maintain
financial statement conditions or otherwise) or (ii) entered into for purposes
of assuring in any other manner the obligee of such Indebtedness of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED, HOWEVER, that the term "Guaranty Obligation" shall not
include endorsements for collection or deposit in the ordinary course of
business. The term "Guaranty" used as a verb has a corresponding meaning. The
amount of any Guaranty Obligation hereunder shall (subject to any limitations
set forth therein) be deemed to be an amount equal to the outstanding principal
amount (or maximum principal amount, if larger) of the Indebtedness in respect
of which such Guaranty Obligation is made.
"HOLDER OF ADDITIONAL SENIOR INDEBTEDNESS" means a holder of
the Additional Senior Indebtedness, or any Person acting in a representative
capacity for any such holder, that executes and delivers a Joinder Agreement
substantially in the form of Exhibit B to the Trust Agreement.
"INDEBTEDNESS" of any Person means at any date, without
duplication, (i) all obligations of such Person for borrowed money, (ii) all
obligations of such person evidenced by bond, debentures, notes or other similar
instruments, (iii) all obligations of such Person to pay the deferred purchase
price of property or services, except trade accounts payable arising in the
ordinary course of business, (iv) all obligations of such Person as lessee that
are capitalized in accordance with GAAP, (v) all Guaranty Obligations, (vi) all
contingent or non-contingent obligations of such Person to reimburse any bank or
other Person in respect of amounts paid or payable (currently or in the future,
on a contingent or non-contingent basis) under a letter of credit or similar
instrument, (vii) all obligations of such Person under conditional sale or other
title retention agreements relating to property purchased by such Person to the
extent of the value of such property (other than customary reservations or
retentions of title under agreements with suppliers entered into in the ordinary
course of business) and (viii) proceeds paid to such Person from asset
securitization, synthetic sale/leaseback and other similar off balance sheet
transactions.
"INDEMNIFIED LIABILITIES" has the meaning set forth in SECTION
10.05.
"INDEMNITEE" has the meaning set forth in SECTION 10.05.
"INTEREST PAYMENT DATE" means (i) as to Base Rate Loans, the
last day of each fiscal quarter of the Borrower and the Maturity Date and (ii)
as to Eurodollar Loans, the last day of each applicable Interest Period and the
Maturity Date, and, where the applicable Interest Period for a Eurodollar Loan
is greater than three months, also the date three months from the beginning of
the Interest Period and each three months thereafter.
"INTEREST PERIOD" means:
(i) with respect to each Eurodollar Loan, a period
commencing on the date of borrowing specified in the applicable
Notice of Borrowing or on the date specified in the applicable
Notice of Extension/Conversion and ending one, two, three or six
months thereafter, as the Borrower may elect in the applicable
notice; PROVIDED, that:
-13-
{PAGE}
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (i)(C) below) which
would otherwise end on a day which is not a Business Day
shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar
month, in which case such Interest Period shall end on
the next preceding Business Day;
(B) any Interest Period which begins on the
last Business Day in a calendar month (or on a day for
which there is no numerically corresponding day in the
calendar month at the end of such Interest Period)
shall, subject to CLAUSE (C) below, end on the last
Business Day of a calendar month;
(C) any Interest Period which would
otherwise end after the Maturity Date shall end on the
Maturity Date;
(ii) with respect to each Competitive Bid LIBOR Loan,
the period commencing on the date of borrowing specified in the
applicable Notice of Borrowing and ending one, two, three or six
months thereafter as the Borrower may elect in accordance with
SECTION 2.03, PROVIDED, that:
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (ii)(C) below)
which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another
calendar month, in which case such Interest Period shall
end on the next preceding Business Day;
(B) any Interest Period which begins on the
last Business Day in a calendar month (or on a day for
which there is no numerically corresponding day in the
calendar month at the end of such Interest Period)
shall, subject to CLAUSE (ii)(C) below, end on the last
Business Day in a calendar month; and
(C) any Interest Period which would
otherwise end after the Maturity Date shall end on such
Maturity Date; and
(iii) with respect to each Competitive Bid Absolute Rate
Loan, the period commencing on the date of borrowing specified in
the applicable Notice of Borrowing and ending such number of days
thereafter (but not less than seven) as the Borrower may elect in
accordance with SECTION 2.03; PROVIDED, that:
(A) any Interest Period (except an Interest
Period determined pursuant to CLAUSE (iii)(B) below)
which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding
Business Day; and
(B) any Interest Period which would
otherwise end after the Maturity Date shall end on such
Maturity Date.
"INVESTMENT" in any Person means (i) the acquisition (whether
for cash, property, services, assumption of Indebtedness, securities or
otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, time
deposits or other securities of such other Person, (ii) any deposit with, or
advance, loan or other extension of credit to or for the benefit of such Person
(other than deposits made in connection with the purchase of equipment or
inventory in the ordinary course of business) or (iii) any other capital
contribution to or investment in such Person, including by way of Guaranty
Obligations of
-14-
{PAGE}
any obligation of such Person, any support for a letter of credit issued on
behalf of such Person incurred for the benefit of such Person or in the case of
any Restricted Subsidiary of the Borrower, any release, cancellation, compromise
or forgiveness in whole or in part of any Indebtedness owing by such Restricted
Subsidiary.
"LAW" means any international, foreign, Federal, state or
local statute, treaty, rule, guideline, regulation, ordinance, code, or
administrative or judicial precedent or authority, including the interpretation
or administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.
"LENDER" means each bank or other lending institution listed
on SCHEDULE 1.01A, each Eligible Assignee that becomes a Lender pursuant to
SECTION 10.06(b) and their respective successors and shall include, as the
context may require, the Swingline Lender, in such capacity.
"LEVERAGE RATIO" means on any date the ratio of (i)
Consolidated Indebtedness as of such date to (ii) Consolidated EBITDA.
"LIBOR AUCTION" means a solicitation of Competitive Bid Quotes
setting forth Competitive Bid Margins based on the Applicable Interbank Offered
Rate pursuant to SECTION 2.03.
"LIEN" means, with respect to any asset, any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge, or preference, priority or other security interest or
preferential arrangement of any kind or nature whatsoever (including any
conditional sale or other title retention agreement, any financing lease having
substantially the same economic effect as any of the foregoing, and the filing
of any financing statement under the Uniform Commercial Code or comparable Laws
of any jurisdiction), including the interest of a purchaser of accounts
receivable, chattel paper, payment intangibles or promissory notes. Solely for
the avoidance of doubt, the filing of a Uniform Commercial Code financing
statement that is a protective lease filing in respect of an operating lease
that does not constitute a security interest in the leased property or otherwise
give rise to a Lien does not constitute a Lien solely on account of being filed
in a public office.
"LOAN" means a Committed Loan or a Competitive Bid Loan, and
"LOANS" means Committed Loans or Competitive Bid Loans or both.
"LOAN DOCUMENTS" means this Agreement, the Notes, the Pledge
Agreement and the Trust Agreement, in each case as the same may be amended,
restated, modified or supplemented from time to time.
"MATERIAL ADVERSE CHANGE" has the meaning set forth in SECTION
5.02(c).
"MATERIAL ADVERSE EFFECT" means an effect on the business,
financial condition, assets or liabilities of the Borrower and its Restricted
Subsidiaries, considered on a consolidated basis, which, when combined on a
cumulative basis with other changes in the business, financial condition, assets
and liabilities of the Borrower and its Consolidated Subsidiaries, considered on
a consolidated basis: (i) would have a material adverse effect on the ability of
the Borrower to perform its obligations under the Loan Documents or (ii) would
result in a material adverse change in the financial condition of the Borrower
and its Restricted Subsidiaries, considered on a consolidated basis.
-15-
{PAGE}
"MATURITY DATE" means the day that is 364 days from the
Closing Date or such later date to which the Maturity Date for any Loans or
Lender may be extended pursuant to SECTION 2.10(d) or, if any such day is not a
Business Day, the next preceding Business Day.
"MOODY'S" means Moody's Investors Service, Inc., a Delaware
corporation, and its successors or, absent any such successor, such nationally
recognized statistical rating organization as the Borrower and the
Administrative Agent may select.
"MULTIEMPLOYER PLAN" means any employee benefit plan of the
type described in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
three calendar years, has made or been obligated to make contributions.
"NOTE" means a Revolving Note, a Competitive Bid Note or a
Swingline Note and "NOTES" means all of them, co
355319
|
 Vorys Sater
As referenced in this 364-Day Revolving Credit Agreement:
Vorys, – SECTION 4.02 and (ii) certifying the current
Worthington's Ratings.
(e) OPINIONS OF COUNSEL. On the Closing Date, the
Administrative Agent shall have received a favorable written opinion of Vorys,
Sater, Seymour and Pease LLP, special counsel to the Borrower or, as appropriate
or customary, of in-house counsel of the Borrower, addressed to the
Administrative Agent and each
_____________
dt 746342
;
Worthington
As referenced in this 364-Day Revolving Credit Agreement:
WORTHINGTON INDUSTRIES, INC – 6
{FILENAME}l95946aexv4wiwi.txt
{DESCRIPTION}EX-4(I)(I)
{TEXT}
{PAGE}
EXHIBIT 4(i)(i)
================================================================================
$155,000,000
364-DAY
REVOLVING
CREDIT AGREEMENT
DATED AS OF MAY 10, 2002
AMONG
WORTHINGTON INDUSTRIES, INC .,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
PNC BANK, NATIONAL ASSOCIATION,
AS SWINGLINE LENDER AND ADMINISTRATIVE AGENT,
AND
FIRST UNION SECURITIES, INC.
AND
PNC CAPITAL MARKETS, INC.,
AS
_____________
WORTHINGTON INDUSTRIES, INC – PNC CAPITAL MARKETS, INC.,
AS CO-LEAD ARRANGERS
================================================================================
{PAGE}
364-DAY REVOLVING
CREDIT AGREEMENT
This 364-Day Revolving Credit Agreement is dated as of May 10,
2002 and is among WORTHINGTON INDUSTRIES, INC ., an Ohio corporation (the
"BORROWER"), the banks and other financial institutions from time to time party
hereto (the "LENDERS"), PNC BANK, NATIONAL ASSOCIATION, Swingline Lender and
Administrative Agent.
The
_____________
Worthington Industries, Inc – Request, Notice of
Extension/Conversion or the provisions of ARTICLE III.
"BOARD" means the Board of Governors of the Federal Reserve
System of the United States of America.
"BORROWER" means Worthington Industries, Inc ., an Ohio
corporation, and its successors.
"BORROWER'S 2001 FORM 10-K" means the Borrower's annual report
on Form 10-K for the fiscal year ended May 31,
_____________
WORTHINGTON INDUSTRIES, INC – PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their respective authorized officers as of the
day and year first above written.
BORROWER: WORTHINGTON INDUSTRIES, INC .
By: /s/John T. Baldwin
-----------------------------------------------
Name: John T. Baldwin
Title: Vice President & Chief Financial Officer
{PAGE}
PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent
By: /s/David B. Gookin
----------------------------------------------
Name:
_____________
dt 1523872
;
ISDA
As referenced in this 364-Day Revolving Credit Agreement:
International Swaps and Derivatives Association – transactions of any kind, and the related confirmations, which
are subject to the terms and
-9-
{PAGE}
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association , Inc., any International Foreign
Exchange Master Agreement or any other master agreement.
"DERIVATIVES OBLIGATIONS" of any Person means all obligations
(including, without limitation, any amounts which accrue after the
_____________
dt 738603
;
|
 BNY
As referenced in this 364-Day Revolving Credit Agreement:
Bank of New York – 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, that (i) if such day is not a Business Day,
the Federal Funds Rate
_____________
dt 708445
;
Nova Scotia
As referenced in this 364-Day Revolving Credit Agreement:
Bank of Nova Scotia – commitments under the Second Amended and Restated Loan Agreement dated as of
October 14, 1998, as amended through the Closing Date, among the Borrower, the
Lenders party thereto and The Bank of Nova Scotia and PNC Bank, National
Association, as Agents for the Lenders (the "REFINANCED AGREEMENT"), shall be
terminated, all loans outstanding under the Refinanced Agreement shall be repaid
in full, together with
_____________
BANK OF NOVA SCOTIA, – Gookin
----------------------------------------------
Name: David B. Gookin
Title: Vice President
{PAGE}
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/Steven M. Hamil
-----------------------------------------------
Name: Steven M. Hamil
Title: Vice President
{PAGE}
THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/N. Bell
----------------------------------------------
Name N. Bell:
Title: Senior Manager
{PAGE}
CREDIT SUISSE FIRST BOSTON CAYMAN ISLANDS BRANCH,
as a Lender
By: /s/Bill O'Daly/ /
_____________
dt 757348
;
More... |
Preview
Full Doc
| 2001 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (200K)
Doc #1356413: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
AMONG
FOUNDATION BANCORP, INC.
AN OHIO CORPORATION,
GARFIELD ACQUISITION CORP., AN OHIO CORPORATION,
GARFIELD ACQUISITION SUB CORP., AN OHIO CORPORATION
AND
GEORGE J. BUDIG
DATED APRIL 3, 2001
-------------------------------------------------------------------------------- . . .
1356413
|
Vorys Sater
As referenced in this Agreement and Plan of Reorganization:
Vorys, – Foundation in
proper form for filing with the Secretary of State of the State
of Ohio in order to cause the Merger to become effective;
(vii) a legal opinion from Vorys, Sater, Seymour and Pease
LLP, counsel for Foundation, in form reasonably acceptable to
counsel to Acquisition Company and Foundation; and,
(viii) a certificate signed by an appropriate officer of
_____________
Vorys – to Foundation or the Bank:
Foundation Bancorp, Inc.
25 Garfield Place
Cincinnati, Ohio 45202
Attention: Mr. Laird L. Lazelle, President and CEO
Facsimile: (513) 721-0140
with a copy to:
Vorys Sater Seymour and Pease LLP
Atrium Two, Suite 2100
221 East Fourth Street
Cincinnati, Ohio 45202
Attention: Terri Reyering Abare, Esq.
Facsimile: (513) 723-4056
or to such other address
_____________
dt 1324179
;
| |
Preview
Full Doc
| 2002 |
Agreement and Plan of Reorganization
Agreement and Plan of Reorganization (135K)
Doc #1419335: Click preview link for longer preview.
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement")
is made and entered into this 25th day of April, 2002, by and between Lincoln
Savings and Loan Association, a savings and loan association organized under
Chapter 1151 of the Ohio Revised Code ("Lincoln"), and First Federal Savings
Bank of Ironton, a federal savings bank organized under the laws of the United
States of America ("First Federal");
WITNESSETH:
. . .
1419335
|
Vorys Sater
As referenced in this Agreement and Plan of Reorganization:
Vorys, – Federal;
(h) The holders of not more than 10% of the Common Shares
shall have sought relief as Dissenting Shareholders; and
(i) First Federal shall have received an opinion of Vorys,
Sater, Seymour and Pease LLP to the effect that the Bank Merger, when
consummated in accordance with the terms of this Agreement, will constitute a
reorganization within the meaning
_____________
dt 1324201
;
| |
Preview
Full Doc
| 2004 |
Agreement and Plan of Merger
Agreement and Plan of Merger (164K)
Doc #1476598: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of June 15, 2004
by and among
CAPITAL C ENERGY OPERATIONS, LP,
CAPITAL C OHIO, INC.
and
BELDEN & BLAKE CORPORATION
<PAGE>
TABLE OF CONTENTS
This Table of Contents is not part of the Agreement
to which it is attached but is inserted for . . .
1476598
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – subject to the satisfaction or waiver (where
applicable) of the conditions set forth in Article VII, the closing of the
Merger (the "Closing") will take place at the offices of Vorys, Sater, Seymour
1
<PAGE>
and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 at 10:00 a.m., local
time, on a date to be specified
_____________
Vorys, – to:
Belden & Blake Corporation
5200 Stoneham Road
North Canton, Ohio 44720
Facsimile No.: (330) 498-8737
Attn: Duane Clark, Vice President, Legal Affairs/Gas Marketing
with a copy to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43216
Facsimile No.: (614) 464-6350
Attn: John K. Keller
All such notices, requests and other communications will (
_____________
dt 1685414
;
|
Ableco Finance
As referenced in this Agreement and Plan of Merger:
Ableco Finance LLC – Agreement, (b) to satisfy and
discharge the Company's indebtedness under the Amended and Restated Credit
Agreement dated as of August 23, 2000 among the Company, the lender parties
thereto, Ableco Finance LLC , as collateral agent and as administrative agent,
and Foothill Capital Corporation, as funding agent, as amended to date (the
"Credit Agreement") and (c) to satisfy, discharge or otherwise assume
_____________
dt 1686495
;
LaSalle National
As referenced in this Agreement and Plan of Merger:
LaSalle National Bank, – as amended to date (the
"Credit Agreement") and (c) to satisfy, discharge or otherwise assume the
obligations of the Company under the Indenture dated as of June 27, 1997 between
LaSalle National Bank, as trustee, the Company, as issuer, and the various
Subsidiary guarantors, as amended to date (the "Indenture"), including the
obligation to offer to repurchase notes issued under the Indenture
_____________
dt 1684362
|
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Full Doc
| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (156K)
Doc #1526360: Click preview link for longer preview.
<DESCRIPTION>EXHIBIT 1
<TEXT>
<Page>
EXHIBIT 1
AGREEMENT AND PLAN OF MERGER
among
LIQUI-BOX CORPORATION,
ENHANCE PACKAGING TECHNOLOGIES INC.
and
EPT NEWCO, INC.
Dated as of March 25, 2002
<Page>
<Table>
<Caption> . . .
1526360
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – if to the Company:
Liqui-Box Corporation
6950 Worthington-Galena Road
Worthington, Ohio 43085
Attention: Samuel B. Davis
Fax: (614) 888-0982
with copies to:
Ronald A. Robins, Jr., Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Fax: (614) 719-4926
or to such other persons or addresses as may be designated in writing
_____________
dt 1685417
;
Chase Manhattan
As referenced in this Agreement and Plan of Merger:
Chase Manhattan Bank – Merger
Subsidiary its costs and expenses (including reasonable attorneys' fees) in
connection with such suit, together with interest on the amount of the fee at
the prime rate of The Chase Manhattan Bank in effect on the date such payment
was required to be made.
ARTICLE X
Miscellaneous and General
10.1 SURVIVAL. This Article X and the agreements of the Company, the
_____________
dt 1666645
;
|
Lehman Brothers
As referenced in this Agreement and Plan of Merger:
Lehman
Brothers Inc – in connection with the Merger or the other transactions
contemplated by this Agreement or the Shareholders Agreement, except that
DuPont Canada Inc., the sole shareholder of the Parent, has employed Lehman
Brothers Inc . and CCFL Advisory Services Inc. as its financial advisors.
(e) FINANCING. Prior to the Effective Time, the Parent or the Merger
Subsidiary will have the funds necessary to consummate
_____________
dt 1679608
;
McDonald
As referenced in this Agreement and Plan of Merger:
McDonald Investments Inc – brokerage fees, commissions or
finders' fees in connection with the Merger or the other transactions
contemplated by this Agreement or the Shareholders Agreement, except that the
Special Committee has engaged McDonald Investments Inc . as its financial
advisor, the arrangements with which have been disclosed to the Parent prior
to the date hereof.
12
<Page>
(f) OPINION OF FINANCIAL ADVISOR. The
_____________
McDonald Investments Inc – the date hereof.
12
<Page>
(f) OPINION OF FINANCIAL ADVISOR. The board of directors of the
Company and/or the Special Committee has received a written opinion of
McDonald Investments Inc . to the effect that, as of the date hereof, the
consideration to be received by the holders of shares of Common Stock pursuant
to the Merger is fair to
_____________
dt 1654642
|
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| 2002 |
Agreement and Plan of Merger
Agreement and Plan of Merger (148K)
Doc #1526364: Click preview link for longer preview.
Pursuant to Item 601(b)(2) of Regulation S-K, Liqui-Box Corporation hereby agrees to furnish supplementally a copy of any omitted schedule to the attached Exhibit 2-Agreement and Plan of Merger to the Securities and Exchange Commission (the "Commission") upon request of the Commission.
By:
/s/ STEWART M. GRAVES
Stewart M. Graves
President
Liqui-Box Corporation
Exhibit (2)
AGREEMENT AND PLAN OF MERGER
among
LIQUI-BOX CORPORATION,
ENHANCE PACKAGING . . .
1526364
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – if to the Company:
Liqui-Box Corporation
6950 Worthington-Galena Road
Worthington, Ohio 43085
Attention: Samuel B. Davis
Fax: (614) 888-0982
with copies to:
Ronald A. Robins, Jr., Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Fax: (614) 719-4926
or to such other persons or addresses as may be designated in writing
_____________
dt 1685418
;
Chase Manhattan
As referenced in this Agreement and Plan of Merger:
Chase Manhattan Bank – Merger Subsidiary its costs and expenses (including reasonable attorneys' fees) in connection with such suit, together with interest on the amount of the fee at the prime rate of The Chase Manhattan Bank in effect on the date such payment was required to be made.
33
ARTICLE X
Miscellaneous and General
10.1 Survival. This Article X and the agreements of the Company,
_____________
dt 1666646
;
|
Lehman Brothers
As referenced in this Agreement and Plan of Merger:
Lehman Brothers Inc – in connection with the Merger or the other transactions contemplated by this Agreement or the Shareholders Agreement, except that DuPont Canada Inc., the sole shareholder of the Parent, has employed Lehman Brothers Inc . and CCFL Advisory Services Inc. as its financial advisors.
(e) Financing. Prior to the Effective Time, the Parent or the Merger Subsidiary will have the funds necessary to consummate
_____________
dt 1679609
;
McDonald
As referenced in this Agreement and Plan of Merger:
McDonald Investments Inc – brokerage fees, commissions or finders' fees in connection with the Merger or the other transactions contemplated by this Agreement or the Shareholders Agreement, except that the Special Committee has engaged McDonald Investments Inc . as its financial advisor, the arrangements with which have been disclosed to the Parent prior to the date hereof.
(f) Opinion of Financial Advisor. The board of directors of
_____________
McDonald Investments Inc – the Parent prior to the date hereof.
(f) Opinion of Financial Advisor. The board of directors of the Company and/or the Special Committee has received a written opinion of McDonald Investments Inc . to the effect that, as of the date hereof, the consideration to be received by the holders of shares of Common Stock pursuant to the Merger is fair to
_____________
dt 1654643
|
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| 2001 |
Agreement and Plan of Merger
Agreement and Plan of Merger (193K)
Doc #1541701: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
Between
NATIONAL BANCSHARES CORPORATION
And
PEOPLES FINANCIAL CORPORATION
Dated as of October 2, 2001
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<Caption>
PAGE
. . .
1541701
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – 4577
If to Seller:
Peoples Financial Corporation
211 Lincoln Way East
Massillon, OH 44646
Attn: Paul von Gunten, President
Fax: 330/832-7447 (call first)
With a required copy to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P. O. Box 1008
Columbus, OH 43216-1008
Attn: John C. Vorys, Esq.
Fax: 614/719-5014
8.5 ALTERNATIVE
_____________
Vorys, – 832-7447 (call first)
With a required copy to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P. O. Box 1008
Columbus, OH 43216-1008
Attn: John C. Vorys, Esq.
Fax: 614/719-5014
8.5 ALTERNATIVE STRUCTURE
---------------------
Notwithstanding any provision of this Agreement to the contrary, Buyer
may at any time, with the prior written consent of
_____________
dt 1685419
;
| |
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
Doc #2408077: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
August 14, 2006
by and among
PARK NATIONAL CORPORATION
and
THE PARK NATIONAL BANK
and
ANDERSON BANK COMPANY
TABLE OF CONTENTS
Page
ARTICLE ONE ? THE MERGER
2
1.01.
Merger of PNB and Anderson
2
1.02.
Closing; Effective Time
3
. . .
2408077
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – Park, to:
Park National Corporation
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
With a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
65
If to PNB, to:
The Park
_____________
Vorys, – to:
The Park National Bank
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
With a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
9.03 Counterparts
This Agreement may be
_____________
dt 1638246
;
|
Frost Brown Todd
As referenced in this Agreement and Plan of Merger:
Frost Brown – 3.17 Brokers, Finders and Others
Except for the fees paid or payable to Professional Bank Services, Incorporated, and its wholly owned subsidiary, Investment Bank Services, Inc. (Andersons Financial Advisors), Frost Brown Todd LLC and Wallace Boggs Colvin Rouse Bushelman PLLC, which fees shall be paid in full by Anderson prior to the Effective Time, there are no fees or commissions
_____________
Frost Brown – If to Anderson, to:
Anderson Bank Company
1075 Nimitzview Drive
Cincinnati, Ohio 45230
Attn: James R. Gudmens
Facsimile Number: (513) 232-1316
With copies (which shall not constitute notice) to:
Frost Brown Todd LLC
2200 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: Neil Ganulin
Facsimile Number: (513) 651-6981
and
Wallace Boggs Colvin Rouse Bushelman PLLC
1881 Dixie
_____________
dt 1664577
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (238K)
Doc #2426544: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
August 14, 2006
by and among
PARK NATIONAL CORPORATION
and
THE PARK NATIONAL BANK
and
ANDERSON BANK COMPANY
TABLE OF CONTENTS
Page
ARTICLE ONE ? THE MERGER
2
1.01.
Merger of PNB and Anderson
2
1.02.
Closing; Effective Time
3
. . .
2426544
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – Park, to:
Park National Corporation
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
With a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
65
If to PNB, to:
The Park
_____________
Vorys, – to:
The Park National Bank
50 North Third Street
Newark, Ohio 43055
Attn: C. Daniel DeLawder
Facsimile Number: (740) 349-3765
With a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Attn: Elizabeth Turrell Farrar, Esq.
Facsimile Number: (614) 719-4708
9.03 Counterparts
This Agreement may be
_____________
dt 1638247
;
|
Frost Brown Todd
As referenced in this Agreement and Plan of Merger:
Frost Brown – 3.17 Brokers, Finders and Others
Except for the fees paid or payable to Professional Bank Services, Incorporated, and its wholly owned subsidiary, Investment Bank Services, Inc. (Andersons Financial Advisors), Frost Brown Todd LLC and Wallace Boggs Colvin Rouse Bushelman PLLC, which fees shall be paid in full by Anderson prior to the Effective Time, there are no fees or commissions
_____________
Frost Brown – If to Anderson, to:
Anderson Bank Company
1075 Nimitzview Drive
Cincinnati, Ohio 45230
Attn: James R. Gudmens
Facsimile Number: (513) 232-1316
With copies (which shall not constitute notice) to:
Frost Brown Todd LLC
2200 PNC Center
201 East Fifth Street
Cincinnati, Ohio 45202
Attn: Neil Ganulin
Facsimile Number: (513) 651-6981
and
Wallace Boggs Colvin Rouse Bushelman PLLC
1881 Dixie
_____________
dt 1664578
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (272K)
Doc #2516927: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
September 14, 2006
by and between
PARK NATIONAL CORPORATION
and
VISION BANCSHARES, INC.
TABLE OF CONTENTS
Page
ARTICLE I ? Certain Definitions
1
1.01
Certain Definitions
1
ARTICLE II ? The Merger
9
2.01
The Merger
9
2.02
Effectiveness of the . . .
2516927
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – the satisfaction or waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the Closing) shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 or such other location to which the parties agree in writing, commencing at 10:00 a.m.,
_____________
Vorys, – have been approved for listing on AMEX, subject to official notice of issuance.
(f) Tax Opinion. Park and Vision Bancshares shall have received the written opinion of Parks legal counsel, Vorys, Sater, Seymour and Pease LLP, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will
_____________
Vorys, – opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Vorys, Sater, Seymour and Pease LLP will require and rely upon reasonable and customary representations contained in letters from Park and Vision Bancshares that such legal counsel reasonably deems relevant.
_____________
Vorys, – National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43058
Attn: C. Daniel DeLawder
Facsimile: (740) 349-3765
with a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
P.O. Box 1008
52 East Gay Street
Columbus, OH 43216-1008
Attn: Elizabeth Turrell Farrar
Facsimile: (614) 719-4708
9.07 Entire Understanding;
_____________
dt 1638249
;
|
Skadden
As referenced in this Agreement and Plan of Merger:
Skadden, Arps – to be exempt under Exchange Act Rule 16b-3, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP, or as may otherwise be reasonably requested by Vision Bancshares.
6.27 Necessary Further Action. Each of Park and Vision Bancshares agrees to use
_____________
dt 1668398
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (272K)
Doc #2516936: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
September 14, 2006
by and between
PARK NATIONAL CORPORATION
and
VISION BANCSHARES, INC.
TABLE OF CONTENTS
Page
ARTICLE I ? Certain Definitions
1
1.01
Certain Definitions
1
ARTICLE II ? The Merger
9
2.01
The Merger
9
2.02
Effectiveness of the . . .
2516936
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – the satisfaction or waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the Closing) shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 or such other location to which the parties agree in writing, commencing at 10:00 a.m.,
_____________
Vorys, – have been approved for listing on AMEX, subject to official notice of issuance.
(f) Tax Opinion. Park and Vision Bancshares shall have received the written opinion of Parks legal counsel, Vorys, Sater, Seymour and Pease LLP, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will
_____________
Vorys, – opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Vorys, Sater, Seymour and Pease LLP will require and rely upon reasonable and customary representations contained in letters from Park and Vision Bancshares that such legal counsel reasonably deems relevant.
_____________
Vorys, – National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43058
Attn: C. Daniel DeLawder
Facsimile: (740) 349-3765
with a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
P.O. Box 1008
52 East Gay Street
Columbus, OH 43216-1008
Attn: Elizabeth Turrell Farrar
Facsimile: (614) 719-4708
9.07 Entire Understanding;
_____________
dt 1638250
;
|
Skadden
As referenced in this Agreement and Plan of Merger:
Skadden, Arps – to be exempt under Exchange Act Rule 16b-3, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP, or as may otherwise be reasonably requested by Vision Bancshares.
6.27 Necessary Further Action. Each of Park and Vision Bancshares agrees to use
_____________
dt 1668399
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (277K)
Doc #2517001: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
September 14, 2006
by and between
PARK NATIONAL CORPORATION
and
VISION BANCSHARES, INC.
TABLE OF CONTENTS
Page
ARTICLE I - Certain Definitions
1
1.01
Certain Definitions
1
ARTICLE II - The Merger
9
2.01
The Merger
9
2.02
Effectiveness of the Merger
9
2. . . .
2517001
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – the satisfaction or waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the Closing) shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 or such other location to which the parties agree in writing, commencing at 10:00 a.m.,
_____________
Vorys, – have been approved for listing on AMEX, subject to official notice of issuance.
(f) Tax Opinion. Park and Vision Bancshares shall have received the written opinion of Parks legal counsel, Vorys, Sater, Seymour and Pease LLP, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will
_____________
Vorys, – opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Vorys, Sater, Seymour and Pease LLP will require and rely upon reasonable and customary representations contained in letters from Park and Vision Bancshares that such legal counsel reasonably deems relevant.
_____________
Vorys, – National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43058
Attn: C. Daniel DeLawder
Facsimile: (740) 349-3765
with a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
P.O. Box 1008
52 East Gay Street
Columbus, OH 43216-1008
Attn: Elizabeth Turrell Farrar
Facsimile: (614) 719-4708
9.07 Entire Understanding;
_____________
dt 1638251
;
|
Skadden
As referenced in this Agreement and Plan of Merger:
Skadden, Arps – to be exempt under Exchange Act Rule 16b-3, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP, or as may otherwise be reasonably requested by Vision Bancshares.
6.27 Necessary Further Action. Each of Park and Vision Bancshares agrees to use
_____________
dt 1668400
|
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| 2006 |
Agreement and Plan of Merger
Agreement and Plan of Merger (272K)
Doc #2520834: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated to be effective as of
September 14, 2006
by and between
PARK NATIONAL CORPORATION
and
VISION BANCSHARES, INC.
TABLE OF CONTENTS
Page
ARTICLE I ? Certain Definitions
1
1.01
Certain Definitions
1
ARTICLE II ? The Merger
9
2.01
The Merger
9
2.02
Effectiveness of the . . .
2520834
|
Vorys Sater
As referenced in this Agreement and Plan of Merger:
Vorys, – the satisfaction or waiver of the conditions set forth in Article VII, the closing of the transactions contemplated by this Agreement (the Closing) shall be held at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 or such other location to which the parties agree in writing, commencing at 10:00 a.m.,
_____________
Vorys, – have been approved for listing on AMEX, subject to official notice of issuance.
(f) Tax Opinion. Park and Vision Bancshares shall have received the written opinion of Parks legal counsel, Vorys, Sater, Seymour and Pease LLP, dated the Closing Date, to the effect that, on the basis of facts, representations and assumptions set forth in such opinion, the Merger will
_____________
Vorys, – opinion, the Merger will be treated for federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code. In rendering its opinion, Vorys, Sater, Seymour and Pease LLP will require and rely upon reasonable and customary representations contained in letters from Park and Vision Bancshares that such legal counsel reasonably deems relevant.
_____________
Vorys, – National Corporation
50 North Third Street
P.O. Box 3500
Newark, Ohio 43058
Attn: C. Daniel DeLawder
Facsimile: (740) 349-3765
with a copy (which shall not constitute notice) to:
Vorys, Sater, Seymour and Pease LLP
P.O. Box 1008
52 East Gay Street
Columbus, OH 43216-1008
Attn: Elizabeth Turrell Farrar
Facsimile: (614) 719-4708
9.07 Entire Understanding;
_____________
dt 1638252
;
|
Skadden
As referenced in this Agreement and Plan of Merger:
Skadden, Arps – to be exempt under Exchange Act Rule 16b-3, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999, issued by the SEC to Skadden, Arps , Slate, Meagher & Flom LLP, or as may otherwise be reasonably requested by Vision Bancshares.
6.27 Necessary Further Action. Each of Park and Vision Bancshares agrees to use
_____________
dt 1668402
|
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| 2000 |
Asset Purchase Agreement
Asset Purchase Agreement (166K)
Doc #695803: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
dated as of May 15, 2000
among
CENTENNIAL PUERTO RICO CABLE TV CORP.
PEGASUS COMMUNICATIONS CORPORATION
PEGASUS CABLE TELEVISION OF SAN GERMAN, INC.
And
MCT CABLEVISION, LIMITED PARTNERSHIP
TABLE OF CONTENTS
. . .
695803
|
Vorys Sater
As referenced in this Asset Purchase Agreement:
Vorys, – LLP, counsel to Sellers, dated as of the Closing
Date, in the form of Exhibit 7.1(e).
(f) Sellers' FCC Counsel Opinion. Buyer shall have received an opinion of
Vorys, Sater, Seymour & Pease, special FCC counsel to Sellers, dated as of
the Closing Date, in the form of Exhibit 7.1(f).
(g) Consents. All consents to the assignment
_____________
dt 1324120
;
Centennial
As referenced in this Asset Purchase Agreement:
Centennial Communications Corp. – Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Attn: Michael B. Jordan
Telephone: 215-988-2802
Telecopy: 215-988-2757
To Buyer: Centennial Puerto Rico Cable TV Corp.
c/o Centennial Communications Corp.
1305 Campus Parkway
Neptune, NJ 07753
Attn: Chief Executive Officer
Telephone: 732-919-1000
Telecopy: 732-919-1022
(with a required copy to Tony Wolk at the same address
_____________
dt 1383799
;
First Union
As referenced in this Asset Purchase Agreement:
First Union National Bank – of this Agreement, Buyer will deposit into escrow pursuant to an Escrow
Agreement substantially in the form attached hereto as Exhibit 2.5 (the "Escrow
Agreement") among Buyer, Sellers, and First Union National Bank ("Escrow
Agent"), the sum of Three Million Dollars ($3,000,000), to be held and applied
pursuant to the terms of the Escrow Agreement. Upon the Closing, (a) the
_____________
dt 1464463
;
|
Drinker Biddle
As referenced in this Asset Purchase Agreement:
Drinker Biddle – Litigation pending or threatened that seeks or that, if successful, would
have the effect of any of the foregoing.
(e) Sellers' Counsel Opinion. Buyer shall have received an opinion of
Drinker Biddle & Reath LLP, counsel to Sellers, dated as of the Closing
Date, in the form of Exhibit 7.1(e).
(f) Sellers' FCC Counsel Opinion. Buyer shall have received an
_____________
Drinker
Biddle – the satisfaction of the
condition set forth in Section 7.1(n), December 31, 2000 (as applicable, the
"Outside Closing Date"). The Closing shall be held at the offices of Drinker
Biddle & Reath LLP, One Logan Square, 18th and Cherry Streets, Philadelphia,
Pennsylvania, 19103, at 10:00 a.m. commencing on the business day immediately
preceding the Closing Date, except that
_____________
Drinker Biddle – 610- 934-7050
Telecopy: 610-934-7072
42
{PAGE}
(with a required copy to
Ted S. Lodge at the same address or telecopier number)
Copies (which shall not constitute notice):
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Attn: Michael B. Jordan
Telephone: 215-988-2802
Telecopy: 215-988-2757
To Buyer: Centennial Puerto Rico
_____________
dt 1508336
;
Duane Morris
As referenced in this Asset Purchase Agreement:
Duane, Morris – pending
or threatened that seeks or that, if successful, would have the effect of
any of the foregoing.
(e) Buyer's Counsel Opinion. Sellers shall have received an opinion of
Duane, Morris & Heckscher LLP, counsel to Buyer, dated as of the Closing
Date, in the form of Exhibit 7.2(e).
(f) Evidence of Authorizing Actions. Buyer shall have delivered to
_____________
Duane, Morris – Executive Officer
Telephone: 732-919-1000
Telecopy: 732-919-1022
(with a required copy to Tony Wolk at the same address or
telecopier number)
Copies (which shall not constitute notice):
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, NY 10168
Attn: Richard H. Sauer
Telephone: 212-692-1057
Telecopy: 212-692-1020
or to such other address as any party
_____________
dt 1399542
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| 2003 | |
Vorys Sater
As referenced in this Asset Purchase Agreement:
Vorys, – the Shareholder Shares are tendered.
ARTICLE III
CLOSING
Section 3.01. Closing. The closing of the transactions contemplated by this Agreement (the Closing) shall take place at the offices of Vorys, Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio 43215 at 10:00 a.m. (local time) on August 1, 2003, unless another location or date is
_____________
Vorys, – Inc.
3939 International Gateway
Columbus, Ohio 43219
Attention: William R. Sumser, Chief Financial Officer
Phone: (614) 236-3850
Fax: (614) 237-7876
With a copy to:
Mary L. Garceau, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
Phone: (614) 464-6349
Fax: (614) 719-4727
27
If to the Buyer Parties:
Mercury Business Services,
_____________
dt 1324152
;
|
AirNet Systems
As referenced in this Asset Purchase Agreement:
AIRNET SYSTEMS, INC –
EX-2.1 3 a03-1069_1ex21.htm EX-2.1
Exhibit 2.1
EXECUTION COPY
ASSET PURCHASE AGREEMENT
by and among
AIRNET SYSTEMS, INC .,
AIRNET MANAGEMENT, INC.
MERCURY BUSINESS SERVICES, INC.,
ANDREW R. COOKE,
PETER G. SALISBURY
and
CHRISTOPHER F. VALENTE
Dated: July 11, 2003
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.
_____________
AirNet Systems, Inc – 12.09.
Execution
Section 12.10.
Interpretation
iii
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the Agreement) is dated as of the 11th day of July, 2003, by and among AirNet Systems, Inc ., an Ohio corporation (Seller), AirNet Management, Inc., an Ohio corporation and wholly owned subsidiary of Seller (AirNet Management), Mercury Business Services, Inc., a Delaware corporation (Buyer), Andrew R. Cooke,
_____________
Airnet Systems, Inc – upon the expiration of the third business day after being deposited in the United States mail, certified or registered mail, postage prepaid, addressed as follows:
If to the Seller Parties:
Airnet Systems, Inc .
3939 International Gateway
Columbus, Ohio 43219
Attention: William R. Sumser, Chief Financial Officer
Phone: (614) 236-3850
Fax: (614) 237-7876
With a copy to:
Mary L. Garceau, Esq.
_____________
AIRNET SYSTEMS, INC – IN WITNESS WHEREOF, the parties hereto have signed this Agreement or caused this Agreement to be signed by their duly authorized representatives as of the date first above written.
SELLER:
AIRNET SYSTEMS, INC .
By:
/s/ William R. Sumser
Print Name:
William R. Sumser
Title:
CFO
AIRNET MANAGEMENT:
AIRNET MANAGEMENT, INC.
By:
/s/ William R. Sumser
Print Name:
William R. Sumser
Title:
Treasurer
_____________
dt 1331449
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| 2003 |
Asset Purchase Agreement
Asset Purchase Agreement (243K)
Doc #915349: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 11, 2003
Asset Purchase Agreement dated as of December 11, 2003
EXECUTION COPY
ASSET PURCHASE AGREEMENT
BY
AND AMONG GENERAL ELECTRIC
CAPITAL CORPORATION, A DELAWARE
CORPORATION, IKON OFFICE SOLUTIONS, INC.,
AN OHIO
CORPORATION, AND IOS CAPITAL, LLC, A DELAWARE LIMITED LIABILITY
COMPANY,
Dated December 10, 2003
TABLE OF CONTENTS
Page
ARTICLE . . .
915349
|
Vorys Sater
As referenced in this Asset Purchase Agreement:
Vorys, – G
Form of Sublease Agreement
Exhibit H
Employee Matters
Exhibit I-1
Form of Legal Opinion of Cravath, Swaine & Moore, LLP
Exhibit I-2
Form of Legal Opinion of Vorys, Sater, Seymour and Pease LLP
Exhibit J-1
Form of Legal Opinion of the Purchaser
Exhibit J-2
Form of Legal Opinion of Weil, Gotshal & Manges LLP
Exhibit
_____________
Vorys, – such term is defined in the Program Agreement Term Sheet) contemplated by the Program Documentation. (d) Legal Opinions. The Purchaser shall have received from Cravath, Swaine & Moore LLP and Vorys, Sater, Seymour and Pease LLP, legal counsel
to the
29
Seller Entities, opinions, dated the Closing Date, in substantially the form of Exhibit I-1 and Exhibit I-2,
_____________
dt 1324160
;
IKON Office
As referenced in this Asset Purchase Agreement:
IKON OFFICE SOLUTIONS, INC –
Asset Purchase Agreement dated as of December 11, 2003
EXECUTION COPY ASSET PURCHASE AGREEMENT BY
AND AMONG GENERAL ELECTRIC
CAPITAL CORPORATION, A DELAWARE
CORPORATION, IKON OFFICE SOLUTIONS, INC .,
AN OHIO
CORPORATION, AND IOS CAPITAL, LLC, A DELAWARE LIMITED LIABILITY
COMPANY, Dated December 10, 2003
TABLE OF CONTENTS
Page
ARTICLE I
Definitions
1
Section 1.01.
Certain Defined
_____________
IKON OFFICE SOLUTIONS, INC – 2.1
EXECUTION COPY
ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated December 10, 2003, is by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the
“Purchaser”), IKON OFFICE SOLUTIONS, INC ., an Ohio corporation (the “Seller”), and IOS CAPITAL, LLC, a Delaware limited liability company (“IOS Capital”), each of which agrees as follows:
ARTICLE I DEFINITIONS
_____________
IKON OFFICE SOLUTIONS, INC – certified mail,
34
postage prepaid, by overnight courier service, or by telecopy or other written form of electronic communication: If to the Seller or IOS Capital, to the Seller, at: IKON OFFICE SOLUTIONS, INC . 70 Valley Stream Parkway Valley Forge, PA 19355 Facsimile: (610) 408-7264 Attention: General Counsel with a copy to: CRAVATH, SWAINE & MOORE LLP 825 Eighth Avenue New York,
_____________
IKON OFFICE SOLUTIONS, INC – this Agreement to be executed on its behalf by
its officers or representatives thereunto duly authorized, as of the date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name: Title:
IKON OFFICE SOLUTIONS, INC .
By:
Name: Title:
IOS CAPITAL, LLC
By:
Name: Title:
38
EXHIBIT A
DEFINITIONS “ABS Assets” shall mean all right, title and interest to and under the leases,
_____________
IKON Office Solutions, Inc – operations of
IOS Capital immediately prior to the Pre-Closing Merger that consist of providing (i) servicing and administration of Financing Contracts owned by any IKON Party, the ABS Entities, IKON Office Solutions, Inc ., a corporation governed under the laws
of Ontario, IKON Capital, Inc., a corporation organized under the laws of Canada, and any transferees of Financing Contracts from any of the
_____________
dt 1485171
;
Chase Manhattan
As referenced in this Asset Purchase Agreement:
Chase Manhattan Bank; – Bank, National Association; (ii) the Receivables Transfer Agreement, dated as of September 19, 2000, by
and among IKON Funding-2, LLC; IOS Capital, Inc.; Park Avenue Receivables Corporation and The Chase Manhattan Bank; and (iii) the Second Amended and Restated Receivables Transfer Agreement, dated as of September 16, 2003, by and among IKON
Funding-3, LLC; IOS Capital, Inc.; Gemini Securitization Corp.;
_____________
dt 1426107
;
|
PNC Bank
As referenced in this Asset Purchase Agreement:
PNC Bank, Na – Documents” shall mean (i) the Receivables
Transfer Agreement, dated as of December 1, 1998, by and among IKON Funding-1, LLC; IOS Capital, Inc.; Market Street Funding Corporation and PNC Bank, Na tional Association; (ii) the Receivables Transfer Agreement, dated as of September 19, 2000, by
and among IKON Funding-2, LLC; IOS Capital, Inc.; Park Avenue Receivables Corporation and The Chase
_____________
dt 1326344
;
Cravath
As referenced in this Asset Purchase Agreement:
Cravath, Swaine – Form of Merger Agreement for Pre-Closing Merger
Exhibit F
Transition Services
Exhibit G
Form of Sublease Agreement
Exhibit H
Employee Matters
Exhibit I-1
Form of Legal Opinion of Cravath, Swaine & Moore, LLP
Exhibit I-2
Form of Legal Opinion of Vorys, Sater, Seymour and Pease LLP
Exhibit J-1
Form of Legal Opinion of the Purchaser
Exhibit J-
_____________
Cravath, Swaine – activities relating to the Program (as such term is defined in the Program Agreement Term Sheet) contemplated by the Program Documentation. (d) Legal Opinions. The Purchaser shall have received from Cravath, Swaine & Moore LLP and Vorys, Sater, Seymour and Pease LLP, legal counsel
to the
29
Seller Entities, opinions, dated the Closing Date, in substantially the form of Exhibit I-
_____________
CRAVATH, SWAINE – or IOS Capital, to the Seller, at: IKON OFFICE SOLUTIONS, INC. 70 Valley Stream Parkway Valley Forge, PA 19355 Facsimile: (610) 408-7264 Attention: General Counsel with a copy to: CRAVATH, SWAINE & MOORE LLP 825 Eighth Avenue New York, NY 10019 Facsimile: (212) 474-3700 Attention: Richard Hall, Esq. and if to the Purchaser, at: GENERAL ELECTRIC CAPITAL CORPORATION 10
_____________
dt 1346053
;
Weil Gotshal
As referenced in this Asset Purchase Agreement:
Weil, Gotshal – 2
Form of Legal Opinion of Vorys, Sater, Seymour and Pease LLP
Exhibit J-1
Form of Legal Opinion of the Purchaser
Exhibit J-2
Form of Legal Opinion of Weil, Gotshal & Manges LLP
Exhibit K
Accounting Principles
Exhibit L
Program Agreement Term Sheet
Exhibit M
Required Consents
Exhibit N
Securitization Matters
Exhibit O
Additional Special Adjustments
Exhibit P
Reserve
_____________
Weil,
Gotshal – Assets and the assumption of the Assumed Liabilities hereunder shall (subject to the terms and conditions set forth in this Agreement) be held at the New York City offices of Weil,
Gotshal & Manges LLP, or such other location as the parties may mutually agree upon, at 10:00 a.m. (New York time) on the last calendar day of the
_____________
Weil, Gotshal – shall have made the payments
required pursuant to the provisions of Section 2.04(b). (e) Legal Opinions. The Seller shall have received from in-house counsel to Purchaser and Weil, Gotshal & Manges LLP, opinions dated the Closing Date, in substantially the form of Exhibit J-1 and Exhibit J-2,
respectively. (f) Document Deliveries. At the Closing,
the Purchaser
_____________
WEIL, GOTSHAL – 4534 Attention: General Counsel and GENERAL ELECTRIC CAPITAL CORPORATION 260 Long Ridge Road Stamford, Connecticut 06927 Facsimile: (203) 602-9305 Attention: General Counsel, GE Commercial Finance with a copy to: WEIL, GOTSHAL & MANGES LLP 767 Fifth Avenue New York, New York 10153 Facsimile: (212) 310-8007 Attention: William M. Gutowitz, Esq. or to such other address as shall be furnished
_____________
dt 1366581
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Asset Purchase Agreement
Asset Purchase Agreement (164K)
Doc #1508236: Click preview link for longer preview.
ASSET PURCHASE AGREEMENT
dated as of May 15, 2000
among
CENTENNIAL PUERTO RICO CABLE TV CORP.
PEGASUS COMMUNICATIONS CORPORATION
PEGASUS CABLE TELEVISION OF SAN GERMAN, INC.
And
MCT CABLEVISION, LIMITED PARTNERSHIP
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION> . . .
1508236
|
Vorys Sater
As referenced in this Asset Purchase Agreement:
Vorys, – LLP, counsel to Sellers, dated as of the Closing Date,
in the form of Exhibit 7.1(e).
(f) Sellers' FCC Counsel Opinion. Buyer shall have received an
opinion of Vorys, Sater, Seymour & Pease, special FCC counsel to Sellers, dated
as of the Closing Date, in the form of Exhibit 7.1(f).
-32-
<PAGE>
(g) Consents.
_____________
dt 1685416
;
First Union
As referenced in this Asset Purchase Agreement:
First Union National Bank – of this Agreement, Buyer will deposit into escrow pursuant to an Escrow
Agreement substantially in the form attached hereto as Exhibit 2.5 (the "Escrow
Agreement") among Buyer, Sellers, and First Union National Bank ("Escrow
Agent"), the sum of Three Million Dollars ($3,000,000), to be held and applied
pursuant to the terms of the Escrow Agreement. Upon the Closing, (a) the
_____________
dt 1674218
;
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Drinker Biddle
As referenced in this Asset Purchase Agreement:
Drinker Biddle – Litigation pending or
threatened that seeks or that, if successful, would have the effect of any of
the foregoing.
(e) Sellers' Counsel Opinion. Buyer shall have received an opinion
of Drinker Biddle & Reath LLP, counsel to Sellers, dated as of the Closing Date,
in the form of Exhibit 7.1(e).
(f) Sellers' FCC Counsel Opinion. Buyer shall have received
_____________
Drinker Biddle – the
satisfaction of the condition set forth in Section 7.1(n), December 31, 2000 (as
applicable, the "Outside Closing Date"). The Closing shall be held at the
offices of Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
Streets, Philadelphia, Pennsylvania, 19103, at 10:00 a.m. commencing on the
business day immediately preceding the Closing Date, except
_____________
Drinker Biddle – 7050
Telecopy: 610-934-7072
-42-
<PAGE>
(with a required copy to Ted S. Lodge at
the same address or telecopier number)
Copies (which shall not constitute notice):
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103
Attn: Michael B. Jordan
Telephone: 215-988-2802
Telecopy: 215-988-2757
To Buyer: Centennial Puerto
_____________
dt 1678963
;
Duane Morris
As referenced in this Asset Purchase Agreement:
Duane, Morris – pending or threatened that
seeks or that, if successful, would have the effect of any of the foregoing.
(e) Buyer's Counsel Opinion. Sellers shall have received an opinion
of Duane, Morris & Heckscher LLP, counsel to Buyer, dated as of the Closing
Date, in the form of Exhibit 7.2(e).
(f) Evidence of Authorizing Actions. Buyer shall have delivered
_____________
Duane, Morris – Executive Officer
Telephone: 732-919-1000
Telecopy: 732-919-1022
(with a required copy to Tony Wolk at the
same address or telecopier number)
Copies (which shall not constitute notice):
Duane, Morris & Heckscher LLP
380 Lexington Avenue
New York, NY 10168
Attn: Richard H. Sauer
Telephone: 212-692-1057
Telecopy: 212-692-1020
or to such other address as any
_____________
dt 1656114
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Asset Purchase Agreement
Asset Purchase Agreement (173K)
Doc #1717230: Click preview link for longer preview.
EXECUTION VERSION
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of April 1, 2006, is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the �Purchaser�), and IKON OFFICE SOLUTIONS, INC., an Ohio corporation (including as successor by merger to IOS Capital, LLC, the �Seller�), each of which agrees as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Certain Defined Terms. Capitalized terms used in this Agreement shall . . .
1717230
|
Vorys Sater
As referenced in this Asset Purchase Agreement:
Vorys, – to the Seller and the Purchaser;
(ii) a receipt or receipts for the Initial Payment;
(iii) opinions, dated as of the date hereof, from Cravath, Swaine & Moore LLP and Vorys, Sater, Seymour and Pease LLP, legal counsel to the Seller;
2
(iv) (A) each of the Ancillary Agreements, executed by the Seller and each Affiliate party thereto, and (B)
_____________
dt 1324208
;
IKON Office
As referenced in this Asset Purchase Agreement:
IKON OFFICE SOLUTIONS, INC – 1
EXECUTION VERSION
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT, dated as of April 1, 2006, is by and between GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (the Purchaser), and IKON OFFICE SOLUTIONS, INC ., an Ohio corporation (including as successor by merger to IOS Capital, LLC, the Seller), each of which agrees as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Certain Defined Terms.
_____________
IKON OFFICE SOLUTIONS, INC – if sent by registered mail or certified mail, postage prepaid, by overnight courier service, or by telecopy or other written form of electronic communication:
25
If to the Seller, at:
IKON OFFICE SOLUTIONS, INC .
70 Valley Stream Parkway
Valley Forge, PA 19355
Facsimile: (610) 408-7264
Attention: General Counsel
with a copy to:
CRAVATH, SWAINE & MOORE LLP
825 Eighth Avenue
New York,
_____________
IKON OFFICE SOLUTIONS, INC – this Agreement to be executed on its behalf by its officers or representatives thereunto duly authorized, as of the date first above written.
GENERAL ELECTRIC CAPITAL CORPORATION
By:
Name:
Title:
IKON OFFICE SOLUTIONS, INC .
By:
Name:
Title:
29
EXHIBIT A
DEFINITIONS
Accounting Principles shall mean the accounting principles (including accounting methods, practices and procedures) set forth on Exhibit E.
Acquired ABS Assets shall
_____________
IKON OFFICE SOLUTIONS, INC – in light of the circumstances under which they were made, not misleading.
F-2
EXECUTION VERSION
ASSET PURCHASE AGREEMENT
by and between
GENERAL ELECTRIC CAPITAL CORPORATION,
a Delaware corporation,
and
IKON OFFICE SOLUTIONS, INC .,
an Ohio corporation,
Dated as of April 1, 2006
TABLE OF CONTENTS
Page
ARTICLE I Definitions
1
Section 1.01.
Certain Defined Terms
1
Section 1.02.
Interpretation and
_____________
dt 1485201
;
Information Tech
As referenced in this Asset Purchase Agreement:
Information Technology Solutions, Inc – equity, the parties hereto acknowledge and agree that Purchaser shall be entitled to exercise rights of offset against any amounts otherwise payable to Seller by the Purchaser or GE Capital Information Technology Solutions, Inc . under the Amended and Restated Program Agreement or any GE Operative Agreement in satisfaction of any unpaid amounts owing by Seller to Purchaser under Section 5.27(a).
Section
_____________
Information Technology Solutions, Inc – provided, however, that Financing Contract shall not include any Securitization Document or Syndication Agreement.
GAAP shall mean United States generally accepted accounting principles and practices.
GECITS shall mean GE Capital Information Technology Solutions, Inc ., a California corporation.
GE Operative Agreement has the meaning assigned to such term in the Amended and Restated Program Agreement.
A-6
Governmental Entity shall mean any domestic or
_____________
dt 1338068
;
|
Cravath
As referenced in this Asset Purchase Agreement:
Cravath, Swaine – Purchaser in a form mutually agreeable to the Seller and the Purchaser;
(ii) a receipt or receipts for the Initial Payment;
(iii) opinions, dated as of the date hereof, from Cravath, Swaine & Moore LLP and Vorys, Sater, Seymour and Pease LLP, legal counsel to the Seller;
2
(iv) (A) each of the Ancillary Agreements, executed by the Seller and each
_____________
CRAVATH, SWAINE – communication:
25
If to the Seller, at:
IKON OFFICE SOLUTIONS, INC.
70 Valley Stream Parkway
Valley Forge, PA 19355
Facsimile: (610) 408-7264
Attention: General Counsel
with a copy to:
CRAVATH, SWAINE & MOORE LLP
825 Eighth Avenue
New York, NY 10019
Facsimile: (212) 474-3700
Attention: Richard Hall, Esq.
and if to the Purchaser, at:
GENERAL ELECTRIC CAPITAL CORPORATION
10
_____________
dt 1346626
;
Weil Gotshal
As referenced in this Asset Purchase Agreement:
Weil, Gotshal – 03. The Closing. The Closing of the sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall be held at the New York City offices of Weil, Gotshal & Manges LLP.
Section 2.04. Closing Deliveries and Payments.
(a) Effective as of the Closing, the Seller shall deliver or cause to be delivered to the Purchaser:
(i)
_____________
Weil, Gotshal – reasonably requested by the Seller in a form mutually agreeable to the Seller and the Purchaser;
(B) opinions, dated as of the date hereof, from inhouse counsel to Purchaser and Weil, Gotshal & Manges LLP; and
(C) each of the other Ancillary Agreements, executed by the Purchaser and each Acquiring Entity party thereto.
Section 2.05. Settlement Payments.
(a) Without prejudicing
_____________
WEIL, GOTSHAL – 4534
Attention: General Counsel
and
GENERAL ELECTRIC CAPITAL CORPORATION
260 Long Ridge Road
Stamford, Connecticut 06927
Facsimile: (203) 602-9305
Attention: General Counsel, GE Commercial Finance
with a copy to:
WEIL, GOTSHAL & MANGES LLP
767 Fifth Avenue
New York, New York 10153
Facsimile: (212) 310-8007
Attention: Jane McDonald, Esq.
or to such other address as shall be furnished in
_____________
dt 1366991
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| 2003 |
Joint Plan of Reorganization [Amended No. 1]
Joint Plan of Reorganization [Amended No. 1] (1,508K)
Doc #251192: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-2
{SEQUENCE}3
{FILENAME}ch348080.txt
{DESCRIPTION}EX 2.1
{TEXT}
Exhibit 2.1
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
)
In re: )
) Case No. 02-83984-SSM ) Jointly Administered
US AIRWAYS GROUP, INC., et al., ) Chapter 11
) Hon. Stephen S. Mitchell
Debtors. )
)
FIRST AMENDED JOINT PLAN OF REORGANIZATION
OF US AIRWAYS GROUP, INC. AND ITS AFFILIATED
DEBTORS AND DEBTORS-IN-POSSESSION, AS MODIFIED
----------------------------------------------
John Wm. Butler, Jr.
John K. Lyons
SKADDEN, ARPS, SLATE, MEAGHER & FLOM (ILLINOIS)
333 West Wacker Drive, Suite
2100 Chicago, Illinois 60606-1285
(312) 407-0700
Alesia Ranney-Marinelli
SKADDEN, ARPS, SLATE,
MEAGHER & FLOM LLP
Four Times Square
New York, NY 10036
(212) 735-3000
Lawrence E. Rifken (VSB No. 29037)
Douglas M. Foley (VSB No. 34364)
McGUIREWOODS LLP
1750 Tysons Boulevard, Suite 1800
McLean, Virginia 22102-4215
(703) 712-5000
Attorneys for Debtors and Debtors-in-Possession
Dated: January 17, 2003
TABLE OF CONTENTS
PAGE
INTRODUCTION............................................A-1
ARTICLE I
DEFINITIONS, RULES OF
INTERPRETATION, AND COMPUTATION OF TIME...........A-2
A. Scope of Definitions.........................A-2
B. Definitions..................................A-2
1.1 "Administrative Claim"..................A-2
1.2 "Administrative Claims Bar Date"........A-2
1.3 "ADR Procedures"........................A-2
1.4 "AFA"...................................A-2
1.5 "AFA Designated Representative".........A-2
1.6 "Affiliate Debtors".....................A-2
1.7 "Affiliates"............................A-2
1.8 "Aircraft Equipment"....................A-2
1.9 "Aircraft Secured Claim"................A-3
1.10 "Aircraft Secured Claimholder"..........A-3
1.11 "Allegheny".............................A-3
1.12 "Allowed Claim" or "Allowed Interest"...A-3
1.13 "Allowed Class...Claim"
or "Allowed Class....Interest"..........A-3
1.14 "ALPA"..................................A-3
1.15 "ALPA Designated Representative"........A-3
1.16 "ATSB"..................................A-3
1.17 "ATSB Agent"............................A-3
1.18 "ATSB Loan".............................A-3
1.19 "ATSB Loan Agreement"...................A-4
1.20 "Avoidance Claims"......................A-4
1.21 "Ballot"................................A-4
1.22 "Bankruptcy Code".......................A-4
1.23 "Bankruptcy Court"......................A-4
1.24 "Bankruptcy Rules"......................A-4
1.25 "Bar Date"..............................A-4
1.26 "Bar Date Order"........................A-4
1.27 "Bilateral Cargo Prorate Agreements"....A-4
1.28 "Bilateral Passenger Prorate Agreements"A-4
1.29 "Business Day"..........................A-4
1.30 "Cargo Multilateral Interline
Traffic Agreements".....................A-4
1.31 "Cash"..................................A-5
1.32 "Causes of Action"......................A-5
1.33 "Certificate"...........................A-5
1.34 "Certificates of Incorporation and
Bylaws".................................A-5
1.35 "Chapter 11 Cases"......................A-5
1.36 "Claim".................................A-5
1.37 "Claimholder"...........................A-5
1.38 "Claims Agent"..........................A-5
1.39 "Claims Objection Deadline".............A-5
1.40 "Class".................................A-5
1.41 "Class A Common Stock"..................A-5
1.42 "Class A Preferred Stock"...............A-5
1.43 "Class A-1 Warrants"....................A-6
1.44 "Class B Common Stock"..................A-6
1.45 "Class B Preferred Stock"...............A-6
1.46 "Class C Preferred Stock"...............A-6
1.47 "Confirmation Date".....................A-6
1.48 "Confirmation Hearing"..................A-6
1.49 "Confirmation Order"....................A-6
1.50 "Continuing Indemnification Rights".....A-6
1.51 "Convenience Class Election"............A-6
1.52 "Creditors' Committee"..................A-6
1.53 "Cure"..................................A-6
1.54 "CWA"...................................A-7
1.55 "CWA Designated Representative".........A-7
1.56 "Debtor" or "Debtors"...................A-7
1.57 "DIP Agent".............................A-7
1.58 "DIP Credit Agreement"..................A-7
1.59 "DIP Facility"..........................A-7
1.60 "DIP Facility Claim"....................A-7
1.61 "DIP Facility Order"....................A-7
1.62 "DIP Lenders"...........................A-7
1.63 "Disallowed Claim" or "Disallowed
Interest"...............................A-7
1.64 "Disbursing Agent"......................A-7
1.65 "Disclosure Statement"..................A-7
1.66 "Disputed Claim" or "Disputed Interest".A-8
1.67 "Distribution Date".....................A-8
1.68 "Distribution Reserve"..................A-8
1.69 "Effective Date"........................A-8
1.70 "Employee-Related Agreements"...........A-8
1.71 "Estates"...............................A-8
1.72 "Exhibit"...............................A-8
1.73 "Exhibit Filing Date"...................A-8
251192
|
Vorys Sater
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
Vorys, – Rosen, P.C.
230 Park Avenue
New York, NY 10169
Attention: Scott L. Hazan, Esq.
Brett H. Miller, Esq.
with a copy to:
Vorys, Sater, Seymour and Pease LLP
277 South Washington Street, Suite 310
Alexandria, VA 22314-3674
Attention: Malcolm M. Mitchell Jr., Esq.
Byron
_____________
dt 95989
;
Oakwood Homes
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
Oakwood Homes – Box 455
Clinton, PA 15026-0855
Nason and Cullen
500 N. Gulph Road, Suite 100
King of Prussia, PA 19406
Attn: Russ Cullen
Oakwood Homes Corp
PO Box 27081
Greensboro, NC 27425
Omega Transportation Inc.
P.O. Box 1217
Westminster, CA 92684-1217
Otto Industries
PO Box 410251
_____________
dt 97627
;
United Air Lines
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
United Air Lines, – major
domestic passenger airlines including, but not limited to, American Airlines,
Inc., Continental Airlines, Inc., Delta Air Lines, Inc.; Northwest Airlines,
Inc. and United Air Lines, Inc. and airline compensation data. A significant
portion of post-emergence compensation is variable and value will be dependent
upon Company performance.
_____________
United Air Lines, – certain
business, marketing and service agreements among the Borrower and any of Mesa
Airlines, Inc., Chautauqua Airlines, Inc., Trans States Airlines, Inc., and
United Air Lines, Inc., and such other parties or agreements from time to time
that include, but are not limited to, code-sharing, pro-rate,
_____________
United Air
Lines, – statutory and
regulatory objection periods or review periods, as applicable, shall have
expired with respect to US Airways, Inc.'s marketing arrangement with United Air
Lines, Inc. and neither the U.S. Department of Transportation nor any other
applicable regulatory agencies shall have filed any objection to such
_____________
dt 92159
;
|
US Airways
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
US AIRWAYS GROUP, – IN THE UNITED STATES BANKRUPTCY COURT
FOR THE EASTERN DISTRICT OF VIRGINIA
ALEXANDRIA DIVISION
)
In re: )
) Case No. 02-83984-SSM ) Jointly Administered
US AIRWAYS GROUP, INC., et al., ) Chapter 11
) Hon. Stephen S. Mitchell
Debtors. )
)
FIRST AMENDED JOINT PLAN OF REORGANIZATION
OF US AIRWAYS GROUP, INC. AND
_____________
US AIRWAYS GROUP, – SSM ) Jointly Administered
US AIRWAYS GROUP, INC., et al., ) Chapter 11
) Hon. Stephen S. Mitchell
Debtors. )
)
FIRST AMENDED JOINT PLAN OF REORGANIZATION
OF US AIRWAYS GROUP, INC. AND ITS AFFILIATED
DEBTORS AND DEBTORS-IN-POSSESSION, AS MODIFIED
----------------------------------------------
John Wm. Butler, Jr.
John K. Lyons
SKADDEN, ARPS, SLATE, MEAGHER &
_____________
US Airways Group, – Exhibit L Summary of Selected Terms of New Equity
Exhibit M-1 Investment Agreement
Exhibit M-2 First Amendment to Investment Agreement
INTRODUCTION
------------
US Airways Group, Inc., US Airways, Inc., Allegheny Airlines, Inc.,
PSA Airlines, Inc., Piedmont Airlines, Inc., MidAtlantic Airways, Inc., US
Airways Leasing and Sales, Inc.,
_____________
US Airways Group, – each Debtor by its case number in these Chapter 11 Cases. The jurisdiction of
incorporation of each Debtor also is designated.
Debtors
-------
o US Airways Group, Inc. (Delaware), 02-83984
o US Airways, Inc. (Delaware), 02-83985
o Allegheny Airlines, Inc. (Delaware), 02-83986
o PSA Airlines, Inc. (
_____________
US Airways
Group, – between Reorganized Group and AFA in effect as of the
Effective Date.
1.6 "Affiliate Debtors" means all of the Debtors, other than US Airways
Group, Inc.
1.7 "Affiliates" has the meaning given such term by section 101(2) of
the Bankruptcy Code.
1.8 "Aircraft Equipment"
_____________
dt 92273
;
ALPA
As referenced in this Joint Plan of Reorganization [Amended No. 1]:
ALPA" – 3
1.12 "Allowed Claim" or "Allowed Interest"...A-3
1.13 "Allowed Class...Claim"
or "Allowed Class....Interest"..........A-3
1.14 "ALPA" ..................................A-3
1.15 "ALPA Designated Representative"........A-3
1.16 "ATSB"..................................A-3
1.17 "ATSB Agent"............................A-3
1.18 "
_____________
ALPA – or "Allowed Interest"...A-3
1.13 "Allowed Class...Claim"
or "Allowed Class....Interest"..........A-3
1.14 "ALPA"..................................A-3
1.15 "ALPA Designated Representative"........A-3
1.16 "ATSB"..................................A-3
1.17 "ATSB Agent"............................A-3
1.18 "ATSB Loan".............................A-3
1.19 "
_____________
ALPA" – 1.13 "Allowed Class . . . Claim" or "Allowed Class . . . Interest" means
an Allowed Claim or an Allowed Interest in the specified Class.
1.14 "ALPA" means the Air Line Pilots Association, International.
1.15 "ALPA Designated Representative" means the individual to be
selected and identified on or
_____________
Air Line Pilots Association – Class . . . Claim" or "Allowed Class . . . Interest" means
an Allowed Claim or an Allowed Interest in the specified Class.
1.14 "ALPA" means the Air Line Pilots Association , International.
1.15 "ALPA Designated Representative" means the individual to be
selected and identified on or before the Effective Date by ALPA (
_____________
ALPA – an Allowed Claim or an Allowed Interest in the specified Class.
1.14 "ALPA" means the Air Line Pilots Association, International.
1.15 "ALPA Designated Representative" means the individual to be
selected and identified on or before the Effective Date by ALPA (or by the
Debtors' employees
_____________
dt 97255
;
More... |
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Full Doc
| 2006 |
Branch Purchase and Assumption Agreement
Branch Purchase and Assumption Agreement (135K)
Doc #2345730: Click preview link for longer preview.
BRANCH PURCHASE AND ASSUMPTION AGREEMENT
by and between
LIBERTY NATIONAL BANK
and
THE NATIONAL BANK AND TRUST COMPANY
July 25, 2006
PURCHASE AND ASSUMPTION AGREEMENT
TABLE OF CONTENTS
1.
DEFINITIONS
1
2.
PURCHASE AND ASSUMPTION.
3
2.01
Purchase and Sale of Assets
3
2.02
Transfer of Assets
3
2.03
Acceptance and Assumption
4
2.04
Payment of Funds
. . .
2345730
|
Vorys Sater
As referenced in this Branch Purchase and Assumption Agreement:
Vorys, – Avenue
Columbus, OH 43215
If to Seller:
The National Bank and Trust Company
48 N. South Street
Wilmington, Ohio 45177
Attention: John J. Limbert, President
and
Cynthia A. Shafer, Esq.
Vorys, Sater, Seymour and Pease LLP
Atrium Two, Suite 2000
221 East Fourth Street, P.O. Box 0236
Cincinnati, OH 45201-0236
or such other Person or address as any
_____________
dt 1562168
;
| |
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Full Doc
| 2001 |
Common Share Purchase Warrant
Common Share Purchase Warrant (75K)
Doc #1269643: Click preview link for longer preview.
<PAGE> 2
EXECUTION VERSION
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
LAW OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY . . .
1269643
|
Vorys Sater
As referenced in this Common Share Purchase Warrant:
Vorys, – postage
prepaid, addressed as follows:
If to the Company: Frontstep, Inc.
2800 Corporate Exchange Drive
Columbus, Ohio 43231
Attn: Daniel P. Buettin
Fax No. 614-895-2504
with copies to: Vorys, Sater Seymour & Pease LLP
52 East Gay Street
Columbus, Ohio 43231
Attn: Ivery D. Foreman, Esq.
Fax No. 614-464-6350
If to Holder: Foothill Capital Corporation
2450
_____________
dt 1324175
;
Frontstep
As referenced in this Common Share Purchase Warrant:
FRONTSTEP, INC. – EX-4.G
<SEQUENCE>4
<FILENAME>l90205aex4-g.txt
<DESCRIPTION>EXHIBIT 4(G)
<TEXT>
<PAGE> 1
EXHIBIT 4(g) TO FRONTSTEP, INC. ANNUAL REPORT ON FORM 10-K
<PAGE> 2
EXECUTION VERSION
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE
_____________
FRONTSTEP, INC. – OF SUCH ACT AND SUCH LAWS. THIS WARRANT AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
FRONTSTEP, INC.
COMMON SHARE PURCHASE WARRANT
No. W-1 July 17, 2001
Warrant to Purchase 550,000 Common Shares
FRONTSTEP, INC., an Ohio corporation (the "Company"), for
value received, hereby certifies
_____________
FRONTSTEP, INC. – OF EXCEPT IN
COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS WARRANT.
FRONTSTEP, INC.
COMMON SHARE PURCHASE WARRANT
No. W-1 July 17, 2001
Warrant to Purchase 550,000 Common Shares
FRONTSTEP, INC. , an Ohio corporation (the "Company"), for
value received, hereby certifies that FOOTHILL CAPITAL CORPORATION, a California
corporation, or its registered assigns (the "Holder"), is entitled to purchase
from the
_____________
FRONTSTEP, INC. – ACT AND SUCH LAWS. SUCH SECURITIES
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE
WITH THE CONDITIONS SPECIFIED IN THE COMMON SHARE PURCHASE WARRANT ISSUED
BY FRONTSTEP, INC. ,
14
<PAGE> 16
PURSUANT TO THE LOAN AND SECURITY AGREEMENT DATED AS OF JULY __, 2000 AMONG
THE COMPANY, CERTAIN SUBSIDIARIES OF THE COMPANY, THE LENDERS PARTY
_____________
Frontstep, Inc. – by hand delivery,
telecopier, any nationally-recognized courier guaranteeing overnight delivery or
first class registered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Company: Frontstep, Inc.
2800 Corporate Exchange Drive
Columbus, Ohio 43231
Attn: Daniel P. Buettin
Fax No. 614-895-2504
with copies to: Vorys, Sater Seymour & Pease LLP
52 East Gay Street
_____________
dt 1560061
;
Morgan Stanley
As referenced in this Common Share Purchase Warrant:
Morgan Stanley Dean Witter – any rights of the holders of
the Company's presently outstanding preferred shares and/or warrants which arise
under the Investors' Rights Agreement dated May 10, 2000 among the Company,
Morgan Stanley Dean Witter Venture Partners IV, L.P. and the other investors
identified on the signature pages thereto (the "Rights Agreement"), or which
inure solely to the benefit of such investors in the
_____________
dt 1380696
;
|
Nasdaq Stock Market Inc.
As referenced in this Common Share Purchase Warrant:
NASDAQ Stock Market, Inc – Common Shares which the Company may issue upon exercise of this
Warrant (the "Exchange Cap") without breaching the Company's obligations under
the rules or regulations of the Commission, the NASDAQ Stock Market, Inc . or any
other national securities exchange or automated quotation system that regulates
the Company, except that such limitation shall not apply in the event that the
Company (a) obtains
_____________
NASDAQ Stock Market, Inc – such issuance at its next stockholders meeting after determining
that it is subject to the Exchange Cap. The Company shall continue to comply
with the shareholder approval requirements under the NASDAQ Stock Market, Inc .
rules in connection with the issuance of Common Shares under this Warrant during
the term of this Warrant even if the Common Shares are no longer listed on the
_____________
dt 1499585
;
Schulte Roth
As referenced in this Common Share Purchase Warrant:
Schulte Roth – 6350
If to Holder: Foothill Capital Corporation
2450 Colorado Avenue
Suite 3000 West
Santa Monica, CA 90404
Attn: Business Finance Division Manager
Fax No. 310-453-7443
with copies to: Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
Attn: Frederic L. Ragucci, Esq.
Fax No. (212) 593-5955
All such notices and communications (and deliveries) shall
_____________
dt 1536115
|
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| 2000 |
Contribution and Exchange Agreement
Contribution and Exchange Agreement (98K)
Doc #1388142: Click preview link for longer preview.
CONTRIBUTION AND EXCHANGE AGREEMENT
DATED
MAY 4, 2000
BY AND AMONG
HORIZON TELCOM, INC.,
HORIZON PERSONAL COMMUNICATIONS, INC.
HORIZON PCS, INC.
LONNIE PEDERSEN -, AS BRIGHT HOLDERS' REPRESENTATIVE
AND
THOSE PARTIES LISTED ON ATTACHMENT A HERETO
<PAGE>
. . .
1388142
|
Vorys Sater
As referenced in this Contribution and Exchange Agreement:
Vorys, – gt;
With a copies to (which shall not constitute notice):
William King
JSI Capital Advisors, LLC
66 Hanover Street, Suite 201
Manchester, New Hampshire 03101
Fax: 603-669-8543
and Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43216-1008
Attn: Philip C. Johnston, Esq.
Fax: 614-464-6350
or to such other address or to
_____________
dt 1324192
;
|
Motorola
As referenced in this Contribution and Exchange Agreement:
Motorola, Inc – Material Adverse Effect" means a material adverse effect upon the assets,
liabilities, prospects, financial condition or business operations of a Person
and its Subsidiaries, taken as a whole.
"Motorola" means Motorola, Inc ., a Delaware corporation.
"Motorola Consent" means the consent by Motorola to the transactions
contemplated by this Agreement.
2
<PAGE>
"Percom Shares" means the 100,000 shares of
_____________
dt 1384183
|
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Full Doc
| 2000 |
Contribution and Exchange Agreement
Contribution and Exchange Agreement (98K)
Doc #1388303: Click preview link for longer preview.
CONTRIBUTION AND EXCHANGE AGREEMENT
DATED
MAY 4, 2000
BY AND AMONG
HORIZON TELCOM, INC.,
HORIZON PERSONAL COMMUNICATIONS, INC.
HORIZON PCS, INC.
LONNIE PEDERSEN -, AS BRIGHT HOLDERS' REPRESENTATIVE
AND
THOSE PARTIES LISTED ON ATTACHMENT A HERETO
<PAGE>
. . .
1388303
|
Vorys Sater
As referenced in this Contribution and Exchange Agreement:
Vorys, – gt;
With a copies to (which shall not constitute notice):
William King
JSI Capital Advisors, LLC
66 Hanover Street, Suite 201
Manchester, New Hampshire 03101
Fax: 603-669-8543
and Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43216-1008
Attn: Philip C. Johnston, Esq.
Fax: 614-464-6350
or to such other address or to
_____________
dt 1324193
;
|
Motorola
As referenced in this Contribution and Exchange Agreement:
Motorola, Inc – Material Adverse Effect" means a material adverse effect upon the assets,
liabilities, prospects, financial condition or business operations of a Person
and its Subsidiaries, taken as a whole.
"Motorola" means Motorola, Inc ., a Delaware corporation.
"Motorola Consent" means the consent by Motorola to the transactions
contemplated by this Agreement.
2
<PAGE>
"Percom Shares" means the 100,000 shares of
_____________
dt 1384185
|
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Full Doc
| 2000 |
Conveyance and Transfer Agreement
Conveyance and Transfer Agreement (157K)
Doc #1480528: Click preview link for longer preview.
CONVEYANCE AND TRANSFER AGREEMENT
DATED AS OF
JUNE 27, 2000
BY AND BETWEEN
BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED PARTNERSHIP
AND
BORDEN CHEMICAL, INC.
<PAGE>
TABLE OF CONTENTS
-----------------
Section 1. Definitions................................................ 1
Section 2. . . .
1480528
|
Vorys Sater
As referenced in this Conveyance and Transfer Agreement:
Vorys, – and Closing Date(s).
--------- ------------------------------
3.1 Closing(s). Subject to the provisions of Section 10, the
----------
Closing and the Second Closing, if any, will take place at the offices of Vorys,
Sater, Seymour and Pease LLP, 52 East Gay Street, Columbus, Ohio, at 10:00 a.m.
Columbus, Ohio time, or at such other place and time as Purchaser and
_____________
Vorys, – and Plastics
4.14-43
<PAGE>
Operating Limited Partnership
Highways 73 and 90
Geismar, Louisiana 70734
Attention: J. O. Stevning, Chief Financial Officer
Facsimile: (225) 673-0672
and Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
P.O. Box 1006
Columbus, Ohio 43216
Attention: James H. Gross
Facsimile: (614) 719-4740
If to Purchaser: Borden Chemical,
_____________
dt 1324203
;
|
BASF
As referenced in this Conveyance and Transfer Agreement:
BASF – in the Purchased Assets, and an assumption by Purchaser of the
Assumed Liabilities, in the form delivered at the Closing.
"Assumed Liabilities" means all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF
_____________
BASF – assumption by Purchaser of the
Assumed Liabilities, in the form delivered at the Closing.
"Assumed Liabilities" means all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent"
_____________
BASF – all liabilities and obligations under (a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's
_____________
"BASF" – a)
the BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's rights, and the assumption
_____________
BASF – BASF Sales Agreement other than the BASF Credit, and (b) the other
agreements, arrangements and understandings listed on Exhibit A (collectively
---------
with the BASF Sales Agreement, the "Contracts").
"BASF" means BASF Corporation, a Delaware corporation.
"BASF Consent" means the consent of BASF to the assignment by Seller to
Purchaser of all of Seller's rights, and the assumption by Purchaser of
_____________
dt 1364156
;
Simpson Thacher
As referenced in this Conveyance and Transfer Agreement:
Simpson Thacher – 4740
If to Purchaser: Borden Chemical, Inc.
180 East Broad Street
Columbus, Ohio 43215
Attention: Ed Huller
Facsimile: (614) 220-6655
With a copy (which
will not constitute
notice) to: Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10217
Attention: David Sorkin, Esq.
Facsimile: (212) 455-3387
11.10 No Third-Party Beneficiaries. This Agreement will not confer
----------------------------
any
_____________
dt 1529939
|
Preview
Full Doc
| 2003 |
Credit Agreement [Amended and Restated No. 2]
Credit Agreement [Amended and Restated No. 2] (450K)
Doc #213893: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.P
{SEQUENCE}8
{FILENAME}l04215aexv4wp.txt
{DESCRIPTION}EXHIBIT 4(P)
{TEXT}
{PAGE}
EXHIBIT 4(p)
--------------------------------------------------------------------------------
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
among
THE SCOTTS COMPANY,
as Borrower
The Subsidiary Borrowers From Time to Time Party Hereto,
The Several Lenders From Time to Time Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
and
CITICORP NORTH AMERICA, INC.,
as Syndication Agent
and
BANK OF AMERICA, N.A.
and
BANK ONE, NA,
as Co-Documentation Agents
and
THE OTHER AGENTS
--------------------------
Dated as of October 22, 2003
--------------------------
--------------------------------------------------------------------------------
J.P. MORGAN SECURITIES INC.,
as Sole Lead Arranger and as Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
SECTION 1. DEFINITIONS............................................................... 1
1.1 Defined Terms......................................................................... 1
1.2 Other Definitional Provisions......................................................... 32
SECTION 2. AMOUNT AND TERMS OF LOANS................................................. 32
2.1 Term Commitments...................................................................... 32
2.2 Procedure for Term Loan Borrowing..................................................... 32
2.3 Repayment of Term Loans............................................................... 33
2.4 Revolving Credit Commitment........................................................... 34
2.5 Procedure for Revolving Credit Borrowing.............................................. 35
2.6 Swing Line Commitments................................................................ 36
2.7 Participation......................................................................... 38
2.8 Repayment of Revolving Credit Loans; Evidence of Debt................................. 38
2.9 Facility Fee.......................................................................... 39
2.10 Termination or Reduction of Revolving Credit Commitments............................. 39
2.11 Optional Prepayments................................................................. 40
2.12 Mandatory Prepayments................................................................ 41
2.13 Cash Collateralization of Letters of Credit.......................................... 42
2.14 Conversion Options................................................................... 42
2.15 Interest Rate and Payment Dates...................................................... 43
2.16 Computation of Interest and Fees..................................................... 43
2.17 Inability to Determine Interest Rate................................................. 44
2.18 Pro Rata Treatment and Payments...................................................... 44
2.19 Illegality........................................................................... 46
2.20 Requirements of Law.................................................................. 46
2.21 Indemnity............................................................................ 48
2.22 Taxes ............................................................................... 48
2.23 Use of Proceeds...................................................................... 51
2.24 Controls on Prepayment if Aggregate Revolving Extensions of Credit Exceed
Aggregate Revolving Credit Commitments............................................. 51
2.25 Lending Installations................................................................ 52
2.26 Notices to Lenders................................................................... 52
2.27 Revolving Commitment Increases and Changes........................................... 52
SECTION 3. LETTER OF CREDIT FACILITIES............................................... 54
3.1 L/C Commitment........................................................................ 54
3.2 Procedure for Issuance of Letters of Credit........................................... 55
3.3 Fees, Commissions and Other Charges................................................... 55
3.4 L/C Participation..................................................................... 56
3.5 Reimbursement Obligation of the Borrower.............................................. 57
3.6 Obligations Absolute.................................................................. 57
3.7 Increased Costs....................................................................... 58
{/TABLE}
{PAGE}
{TABLE}
{CAPTION}
PAGE
{S} {C}
3.8 Letter of Credit Payments............................................................. 58
SECTION 4. REPRESENTATIONS AND WARRANTIES............................................ 59
4.1 Financial Condition................................................................... 59
4.2 Corporate Existence; Compliance with Law.............................................. 60
4.3 Corporate Power; Authorization; Enforceable Obligations............................... 60
4.4 No Legal Bar.......................................................................... 60
4.5 No Material Litigation................................................................ 60
4.6 No Burdensome Restrictions............................................................ 61
4.7 No Default............................................................................ 61
4.8 Subsidiaries.......................................................................... 61
4.9 Disclosure............................................................................ 61
4.10 Schedules............................................................................ 61
4.11 Federal Regulations.................................................................. 61
4.12 Investment Company Act; Other Regulations............................................ 61
4.13 Labor Matters........................................................................ 62
4.14 ERISA ............................................................................... 62
4.15 Title to Real Property, Etc.......................................................... 62
4.16 Taxes ............................................................................... 62
4.17 Environmental Matters................................................................ 63
4.18 Intellectual Property................................................................ 63
4.19 Security Documents................................................................... 64
4.20 Regulation H......................................................................... 64
4.21 Solvency............................................................................. 64
4.22 Senior Indebtedness.................................................................. 65
SECTION 5. CONDITIONS PRECEDENT...................................................... 65
5.1 Conditions to Effectiveness of this Agreement......................................... 65
5.2 Conditions to All Extensions of Credit................................................ 69
5.3 Additional Conditions Applicable to Foreign Subsidiary Borrowers...................... 70
213893
|
Vorys Sater
As referenced in this Credit Agreement [Amended and Restated No. 2]:
Vorys, – and Confirmation of Guarantee and Collateral Agreements and
Mortgages
Exhibit H Form of Opinion of Vorys, Sater, Seymour and Pease LLP
Exhibit I Form of Opinion of Counsel to Foreign
Vorys, – Borrowers. The Administrative Agent and each Lender shall have received an
executed legal opinion of Vorys, Sater, Seymour and Pease LLP, special
counsel to the Borrower, dated the Closing Date
Vorys, – H. The Administrative Agent and each Lender shall have received an
executed legal opinion of Vorys, Sater, Seymour and Pease LLP, or such
other counsel reasonably satisfactory to the Administrative
Vorys, – Rebecca Bruening
Telephone: (937) 578-5607
Telecopy: (937) 578-5755
With a copy sent to:
Vorys, Sater, Seymour and
Pease LLP
52 East Gay Street
Columbus, Ohio 43216-1008
Attn:
dt 31926
;
Citicorp
As referenced in this Credit Agreement [Amended and Restated No. 2]:
CITICORP NORTH AMERICA, – From Time to Time Party Hereto,
The Several Lenders From Time to Time Party Hereto
and
JPMORGAN CHASE BANK,
as Administrative Agent
and
CITICORP NORTH AMERICA, INC.,
as Syndication Agent
and
BANK OF AMERICA, N.A.
and
BANK ONE, NA,
as Co-Documentation Agents
and
THE OTHER AGENTS
--------------------------
_____________
CITICORP NORTH AMERICA, – to time
hereunder (the "Subsidiary Borrowers"), the several banks and other financial
institutions from time to time parties to this Agreement (the "Lenders"),
CITICORP NORTH AMERICA, INC., as Syndication Agent, BANK OF AMERICA, N.A. and
BANK ONE, NA, as Co-Documentation Agents, JPMORGAN CHASE BANK, a New
_____________
Citicorp North
America, – fair market value in the case of other non-cash proceeds)
in excess of $1,000,000.
"Reference Lenders" shall mean JPMCB and Citicorp North
America, Inc.
"Refinancing" shall be as defined in subsection 2.23(a).
"Refinancing Agreements" shall mean the collective reference
to any and all
_____________
CITICORP NORTH AMERICA, – Power of Attorney
JPMORGAN CHASE BANK, as Administrative
Agent and as a Lender
By: /s/ Randolph Cates
---------------------------------------
Name: Randolph Cates
Title: Vice President
CITICORP NORTH AMERICA, INC., as
Syndication Agent and as a Lender
By: /s/ Eivind Hegelstad
---------------------------------------
Name: Eivind Hegelstad
Title: Vice President
BANK OF AMERICA, N.
_____________
CITICORP NORTH AMERICA, – PARTNERS CLO FUND II, Ltd.
By: Its Collateral Manager
Callidus Capital Management, LLC
By: /s/ Wayne Mueller
---------------------------------------
Name: Wayne Mueller
Title: Managing Director
CITICORP NORTH AMERICA, INC.
By: /s/ Eivind Hegelstad
---------------------------------------
Name: Eivind Hegelstad
Title: Vice President
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Dwayne R. Finney
---------------------------------------
Name: Dwayne
_____________
dt 158267
;
Citizens Bank
As referenced in this Credit Agreement [Amended and Restated No. 2]:
CITIZENS BANK OF PENNSYLVANIA
– s/ Wayne Mueller
---------------------------------------
Name: Wayne Mueller
Title: Managing Director
CITICORP NORTH AMERICA, INC.
By: /s/ Eivind Hegelstad
---------------------------------------
Name: Eivind Hegelstad
Title: Vice President
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Dwayne R. Finney
---------------------------------------
Name: Dwayne R. Finney
Title: Vice President
COBANK, ACB
By: /s/ Brian J. Klatt
---------------------------------------
Name: Brian J.
_____________
dt 112504
;
|
Scotts
As referenced in this Credit Agreement [Amended and Restated No. 2]:
scotts co – 4(P)
{TEXT}
{PAGE}
EXHIBIT 4(p)
--------------------------------------------------------------------------------
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
among
THE SCOTTS CO MPANY,
as Borrower
The Subsidiary Borrowers From Time to Time Party Hereto,
The Several Lenders
scotts co – AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 22,
2003, by and among THE SCOTTS CO MPANY, an Ohio corporation (the "Borrower" or
"Scotts"), Hyponex Corporation, Miracle Garden Care Limited, OM
scotts co – Horticultural Products Company, Scotts-Sierra Investments, Inc., Scotts Temecula
Operations, LLC, Scotts Treasury EEIG, The Scotts Co mpany (UK) Ltd. and the
other subsidiaries of the Borrower who are also borrowers from
scotts co – mean Miracle Garden Care
Limited, OM Scott International Investments Ltd., Scotts Holdings
Limited and The Scotts Co mpany (UK) Ltd. or any other Foreign
Subsidiary Borrower organized under the laws of the
scotts co – Horticultural Products
Company, Scotts-Sierra Investments, Inc., Scotts Temecula Operations,
LLC, Scotts Treasury EEIG, The Scotts Co mpany (UK) Ltd. and all
existing or future, Domestic or Foreign, Subsidiaries then designated
by
dt 13829
;
BofA
As referenced in this Credit Agreement [Amended and Restated No. 2]:
BANK OF AMERICA, – JPMORGAN CHASE BANK,
as Administrative Agent
and
CITICORP NORTH AMERICA, INC.,
as Syndication Agent
and
BANK OF AMERICA, N.A.
and
BANK ONE, NA,
as Co-Documentation Agents
and
THE OTHER AGENTS
--------------------------
BANK OF AMERICA, – to time parties to this Agreement (the "Lenders"),
CITICORP NORTH AMERICA, INC., as Syndication Agent, BANK OF AMERICA, N.A. and
BANK ONE, NA, as Co-Documentation Agents, JPMORGAN CHASE BANK, a
BANK OF AMERICA, – Agent and as a Lender
By: /s/ Eivind Hegelstad
---------------------------------------
Name: Eivind Hegelstad
Title: Vice President
BANK OF AMERICA, N.A., as Co-Documentation
Agent and as a Lender
By: /s/ Sharon Burks
BANK OF AMERICA, – Title: Director
{PAGE}
Signature page to The Scotts Company
Second Amended and Restated Credit Agreement
BANK OF AMERICA, N.A.
By: /s/ Sharon Burks Horos
---------------------------------------
Name: Sharon Burks Horos
Title: Vice President
dt 40875
;
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Credit Agreement [Amended and Restated]
Credit Agreement [Amended and Restated] (132K)
Doc #214016: Click preview link for longer preview.
{DOCUMENT}
{TYPE}EX-4.I
{SEQUENCE}2
{FILENAME}l84098aex4-i.txt
{DESCRIPTION}EXHIBIT 4(I)
{TEXT}
{PAGE} 1
EXHIBIT 4(i)
Amended and Restated Credit Agreement, dated as of
December 5, 2000, among
the Registrant, as Borrower;
the subsidiaries of the Registrant who are
also borrowers from time to time;
the lenders party thereto;
SALOMON SMITH BARNEY INC.,
as Syndication Agent;
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation Agent;
BANK ONE, MICHIGAN, as successor to NBD BANK,
as Co-Documentation Agent;
THE CHASE MANHATTAN BANK,
as Administrative Agent; and
CHASE SECURITIES INC., as Lead Arranger and Book Manager
{PAGE} 2
================================================================================
AMENDED AND RESTATED CREDIT AGREEMENT
among
THE SCOTTS COMPANY,
as Borrower,
The Subsidiary Borrowers Party Hereto,
The Several Lenders From Time to Time Party Hereto,
SALOMON SMITH BARNEY INC.,
as Syndication Agent
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation Agent,
BANK ONE, MICHIGAN, as successor to NBD BANK,
as Co-Documentation Agent,
and
THE CHASE MANHATTAN BANK,
as Administrative Agent
-----------------------------------------
Dated as of December 5, 2000
-----------------------------------------
================================================================================
{PAGE} 3
CHASE SECURITIES INC.,
as Lead Arranger and as Book Manager
TABLE OF CONTENTS
{TABLE}
{CAPTION}
PAGE
{S} {C}
I. Amendment and Restatement.
-------------------------
II. Defined Terms.
-------------
III. Amendments to Credit Agreement.
------------------------------
1. Amendments to Subsection 1.1 of the Credit Agreement...................................5
----------------------------------------------------
2. Amendment to Section 2 of the Credit Agreement.........................................8
----------------------------------------------
3. Amendment to Subsection 2.2 of the Credit Agreement....................................8
---------------------------------------------------
4. Amendment to Subsection 2.3 of the Credit Agreement....................................9
---------------------------------------------------
5. Amendment to Subsection 2.9 of the Credit Agreement...................................10
---------------------------------------------------
6. Amendment to Subsection 2.11(b) of the Credit Agreement...............................10
-------------------------------------------------------
7. Amendment to Subsection 2.12(g) of the Credit Agreement...............................10
-------------------------------------------------------
8. Amendment to Subsection 2.18(a) of the Credit Agreement...............................11
-------------------------------------------------------
9. Amendment To Subsection 2.18(c) Of The Credit Agreement...............................11
-------------------------------------------------------
10. Amendments to Subsection 2.22(c) of the Credit Agreement..............................11
--------------------------------------------------------
11. Amendment to Subsection 2.24 of the Credit Agreement..................................11
----------------------------------------------------
214016
|
Vorys Sater
As referenced in this Credit Agreement [Amended and Restated]:
Vorys, – BORROWERS. The Administrative Agent and each Lender shall have
received an executed legal opinion of Vorys, Sater, Seymour and Pease LLP,
special counsel to the Borrower and its Domestic Subsidiaries,
dt 31934
;
ABN AMRO Bank
As referenced in this Credit Agreement [Amended and Restated]:
ABN AMRO BANK – a Lender
By: /s/ Randolph E. Cates
--------------------------------------------------
Name: /s/ Randolph E. Cates
Title: Vice President
ABN AMRO BANK N.V., Pittsburgh
By: /s/ Thomas Comfort
--------------------------------------------------
Name: Thomas Comfort
Title: Senior Vice President
By: /
dt 45390
;
Citicorp USA
As referenced in this Credit Agreement [Amended and Restated]:
CITICORP USA, INC – Loan Operations
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Friedrich N. Wilms
--------------------------------------------------
Name: Friedrich N. Wilms
Title: Vice President & Global
Relationship Manager
CITICORP USA, INC .
By: /s/ Nicolas T. Erni
--------------------------------------------------
Name: Nicolas T. Erni
Title: VP
COMERICA BANK, Detroit
By: /s/ Anthony L. Davis
--------------------------------------------------
Name: Anthony L.
_____________
dt 165075
;
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| 2002 |
Credit Agreement
Credit Agreement (255K)
Doc #877959: Click preview link for longer preview.
CREDIT AGREEMENT
DATED AS OF SEPTEMBER 30, 2002
AMONG
AIRNET SYSTEMS, INC.,
THE LENDERS
FROM TIME TO TIME PARTY HERETO,
AND
THE HUNTINGTON NATIONAL BANK
AS ADMINISTRATIVE AGENT
AND LEAD ARRANGER
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS
ARTICLE II. THE CREDITS
SECTION 2. . . .
877959
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – and (ii) terminated any commitment to extend further credit and/or additional loans under the Previous Loan Agreement.
(d) The Administrative Agent shall have received the executed legal opinion of Vorys, Sater, Seymour & Pease, legal counsel to the Borrower and Guarantor, in favor of the Lenders, Swingline Lender, LC Issuer, and Administrative Agent, in substantially the form attached hereto
_____________
Vorys, – documents.
Whenever our opinion with respect to the existence or absence of facts is indicated to be based on our knowledge, we are referring to the actual knowledge of the Vorys, Sater, Seymour and Pease LLP attorneys who have represented the Obligors in connection with the transactions
2
contemplated by the Loan Documents, and who have represented the Obligors in
_____________
VORYS, – be relied upon, assigned, quoted or otherwise used in any manner or for any purpose by any other person or entity, without our specific prior written consent.
Very truly yours,
VORYS, SATER, SEYMOUR AND PEASE LLP
5
EXHIBIT B
COMPLIANCE CERTIFICATE
To: The Lenders party to the
Credit Agreement Described Below
This Compliance Certificate is furnished pursuant to that certain
_____________
dt 1324153
;
AirNet Systems
As referenced in this Credit Agreement:
AIRNET SYSTEMS, INC –
EX-4.1 3 j5149_ex4d1.htm EX-4.1
EXHIBIT 4.1
CREDIT AGREEMENT
DATED AS OF SEPTEMBER 30, 2002
AMONG
AIRNET SYSTEMS, INC .,
THE LENDERS
FROM TIME TO TIME PARTY HERETO,
AND
THE HUNTINGTON NATIONAL BANK
AS ADMINISTRATIVE AGENT
AND LEAD ARRANGER
TABLE OF CONTENTS
ARTICLE I. DEFINITIONS
ARTICLE II. THE CREDITS
_____________
AirNet Systems, Inc – OWNED/LEASED BY BORROWER
SCHEDULE 5.16
ENVIRONMENTAL MATTERS
SCHEDULE 5.19
INSURANCE SUMMARY AND CERTIFICATION
iv
CREDIT AGREEMENT
This Credit Agreement, dated as of September 30, 2002, is among AirNet Systems, Inc ., the Lenders and The Huntington National Bank, as LC Issuer, as Swingline Lender and as Administrative Agent. The parties hereto agree as follows:
ARTICLE I
Definitions
Section 1.1.
_____________
AirNet Systems, Inc – minus the Aggregate Outstanding Revolving Credit Exposure at such time.
2
Board means the Board of Governors of the Federal Reserve System of the United States of America.
Borrower means AirNet Systems, Inc ., an Ohio corporation, and its successors and assigns.
Borrowing Date means a date on which an Advance is made hereunder as determined pursuant to Section 2.6.
Borrowing Notice
_____________
AIRNET SYSTEMS, INC – YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY OTHER CAUSE.
AIRNET SYSTEMS, INC
an Ohio corporation
By:
/s/ William R. Sumser
Title:
CFO
Address:
3939 International Gateway
Columbus OH 43219
Attention:
William R. Sumser
Telephone:
(614) 237-2057
FAX:
(614) 237-7876
_____________
AirNet Systems, Inc – FORM OF OPINION
September 30, 2002
The Administrative Agent, the LC Issuer,
The Swingline Lender and the Lenders
Party to the Credit Agreement referred to below
Re: Credit Agreement among AirNet Systems, Inc ., the Lenders party thereto and The Huntington National Bank, as Administrative Agent, LC Issuer, Swingline Lender and Lead Arranger
Ladies and Gentlemen:
We have acted as counsel to AirNet
_____________
dt 1331450
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – Federal funds brokers on such day, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Columbus, Ohio
_____________
dt 1584873
|
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| 2002 |
Credit Agreement
Credit Agreement (403K)
Doc #1604444: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
. . .
1604444
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324205
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
TABLE OF CONTENTS
Page
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1867497
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398119
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1589769
;
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Credit Agreement
Credit Agreement (403K)
Doc #1795576: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication . . .
1795576
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
{PAGE}
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324209
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1361611
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398131
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1591577
;
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| 2002 |
Credit Agreement
Credit Agreement (403K)
Doc #1812284: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication . . .
1812284
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
{PAGE}
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324210
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1361643
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398132
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1591746
;
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Credit Agreement
Credit Agreement (403K)
Doc #1868883: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication . . .
1868883
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
{PAGE}
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324211
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1361696
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398136
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1592097
;
More... |
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Full Doc
| 2002 |
Credit Agreement
Credit Agreement (403K)
Doc #1922762: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication . . .
1922762
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
{PAGE}
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324212
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1361731
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398140
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1592433
;
More... |
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Full Doc
| 2002 |
Credit Agreement
Credit Agreement (403K)
Doc #2090364: Click preview link for longer preview.
CREDIT AGREEMENT
among
ROUNDY'S ACQUISITION CORP.,
ROUNDY'S, INC.,
as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication . . .
2090364
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of Mortgage
E Form of Assignment and Acceptance
F-1 Form of Legal Opinion of Kirkland & Ellis
F-2 Form of Legal Opinion of Whyte Hirshboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP
G Form of Exemption Certificate
H-1 Form of Term Note
H-2 Form of Revolving Note
H-3 Form Swing Line Note
v
{PAGE}
_____________
Vorys, – opinion of Kirkland & Ellis, counsel to the
Borrower and its Subsidiaries, substantially in the form of Exhibit F-1;
(ii) the legal opinion of Whyte Hirschboeck Dudek S.C. and
Vorys, Sater, Seymour & Pease LLP local counsel of the Borrower and certain
of its Subsidiaries, substantially in the form of Exhibit F-2;
(iii) to the extent consented to by
_____________
dt 1324213
;
Bear, Stearns
As referenced in this Credit Agreement:
BEAR, STEARNS & CO – NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
as Documentation Agents
Dated as of June 6, 2002
--------------------------------------------------------------------------------
BEAR, STEARNS & CO . INC., as Sole Lead Arranger and Sole Bookrunner
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C}
SECTION 1. DEFINITIONS................................................................................. 1
1.1. Defined Terms.............................................................................. 1
1.2. Other
_____________
BEAR, STEARNS & CO – Delaware corporation ("Holdings"), ROUNDY'S, INC., a
Wisconsin corporation (the "Borrower"), the several banks and other financial
institutions or entities from time to time parties to this Agreement (the
"Lenders"), BEAR, STEARNS & CO . INC., as sole lead arranger and sole bookrunner
(in such capacity, the "Lead Arranger"), BEAR STEARNS CORPORATE LENDING INC., as
administrative agent (in such capacity, the "Administrative Agent"), CANADIAN
_____________
BEAR, STEARNS & CO – as
of the day and year first above written.
ROUNDY'S ACQUISITION CORP.
By: /s/ Robert A. Mariano
----------------------------------
Name:
Title:
ROUNDY'S, INC.
By: /s/ Edward G. Kitz
----------------------------------
Name:
Title:
BEAR, STEARNS & CO . INC., as Sole Lead
Arranger and Sole Bookrunner
By: /s/ Keith C. Barnish
----------------------------------
Name: Keith C. Barnish
Title: Senior Managing Director
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent
_____________
dt 1361803
;
CCR-B
As referenced in this Credit Agreement:
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK – as Borrower,
The Several Lenders
from Time to Time Parties Hereto,
BEAR STEARNS CORPORATE LENDING INC.,
as Administrative Agent,
CANADIAN IMPERIAL BANK OF COMMERCE,
as Syndication Agent
BANK ONE, WISCONSIN,
COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH,
LASALLE BANK NATIONAL ASSOCIATION,
ASSOCIATED BANK, N.A.,
HARRIS TRUST AND SAVINGS BANK,
M&I MARSHALL & ILSLEY BANK,
U.S. BANK, NATIONAL ASSOCIATION,
_____________
dt 1398145
;
|
BNY
As referenced in this Credit Agreement:
Bank of New York, – rates on overnight federal funds transactions with members of the Federal
Reserve System arranged by federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for the day of such transactions received by
_____________
dt 1594444
;
More... |
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Full Doc
| 2006 |
Credit Agreement
Credit Agreement (343K)
Doc #2504867: Click preview link for longer preview.
Credit Agreement
Dated as of
September [ ], 2006
among
EV Energy Partners, L.P.,
as Parent
EV Properties, L.P.,
as Borrower,
JPMorgan Chase Bank, N.A.,
as Administrative Agent,
BNP Paribas,
and
Wachovia Bank, N.A.,
as Co-Syndication Agents,
Compass Bank
and
Union Bank of California, N.A.,,
as Co-Documentation Agents,
and
The Lenders Party Hereto
Sole Lead Arranger and Sole Book Runner
J.P. Morgan Securities Inc.
TABLE OF CONTENTS
Page
ARTICLE . . .
2504867
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of the Guarantors.
(h) The Administrative Agent shall have received an opinion of Haynes & Boone, LLP, special counsel to the Borrower, (i) C. Randall Loewen, special Louisiana counsel, (ii) Vorys, Sater, Seymour and Pease, LLP, special Ohio counsel, (iii) Waters, Warner & Harris, PLLC, special West Virginia counsel and (iv) any other special counsel requested by the Administrative Agent,
_____________
dt 1562169
;
Energy Partners
As referenced in this Credit Agreement:
Energy Partners, L – exv10w1
EX-10.1 4 h35813a4exv10w1.htm FORM OF CREDIT AGREEMENT
Exhibit 10.1
Credit Agreement
Dated as of
September [ ], 2006
among
EV Energy Partners, L .P.,
as Parent
EV Properties, L.P.,
as Borrower,
JPMorgan Chase Bank, N.A.,
as Administrative Agent,
BNP Paribas,
and
Wachovia Bank, N.A.,
as Co-Syndication Agents,
Compass
_____________
Energy Partners, L – Subsidiaries and Partnerships
Schedule 7.18
Gas Imbalances
Schedule 7.19
Marketing Contracts
Schedule 7.20
Swap Agreements
v
THIS CREDIT AGREEMENT dated as of September [ ], 2006, is among EV Energy Partners, L .P., a limited partnership duly formed and existing under the laws of the State of Delaware (the Parent), EV Properties, L.P., a limited partnership duly formed and existing
_____________
Energy Partners, L – levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document.
Parent means EV Energy Partners, L .P., a Delaware limited partnership.
16
Parent LP Agreement means the First Amended and Restated Agreement of Limited Partnership of the Parent dated as of [ ], 2006, as the same
_____________
Energy Partners, L – and Section 12.01(c)). The Parents jurisdiction of organization is Delaware; the name of the Parent as listed in the public records of its jurisdiction of organization is EV Energy Partners, L .P., and the organizational identification number of the Parent in its jurisdiction of organization is 4134906 (or, in each case, as set forth in a notice delivered to the
_____________
Energy Partners, L – this Agreement to be duly executed as of the day and year first above written.
BORROWER:
EV PROPERTIES, L.P.
By: EV Properties GP, LLC, its general partner
By: EV Energy Partners, L .P., its sole member
By: EV Energy GP, L.P., its general partner
By: EV Management, L.L.C., its general partner
By:
Name:
Title:
PARENT:
EV ENERGY PARTNERS,
_____________
dt 1625920
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.
S&P means Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc ., and any successor thereto that is a nationally recognized rating agency.
Subordinated Debt means any subordinated Debt of the Borrower or any Guarantor issued pursuant to Section 9.02(
_____________
dt 1624287
;
SPE
As referenced in this Credit Agreement:
Society of Petroleum Engineers – Properties which are categorized as Proved Reserves that are both Developed and Producing, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.
Redemption means with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance or any
_____________
dt 1582591
;
More... |
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Full Doc
| 2006 |
Credit Agreement
Credit Agreement (343K)
Doc #2517583: Click preview link for longer preview.
Credit Agreement
Dated as of
September [ ], 2006
among
EV Energy Partners, L.P.,
as Parent
EV Properties, L.P.,
as Borrower,
JPMorgan Chase Bank, N.A.,
as Administrative Agent,
BNP Paribas,
and
Wachovia Bank, N.A.,
as Co-Syndication Agents,
Compass Bank
and
Union Bank of California, N.A.,,
as Co-Documentation Agents,
and
The Lenders Party Hereto
Sole Lead Arranger and Sole Book Runner
J.P. Morgan Securities Inc.
TABLE OF CONTENTS
Page
ARTICLE . . .
2517583
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – of the Guarantors.
(h) The Administrative Agent shall have received an opinion of Haynes & Boone, LLP, special counsel to the Borrower, (i) C. Randall Loewen, special Louisiana counsel, (ii) Vorys, Sater, Seymour and Pease, LLP, special Ohio counsel, (iii) Waters, Warner & Harris, PLLC, special West Virginia counsel and (iv) any other special counsel requested by the Administrative Agent,
_____________
dt 1562170
;
Energy Partners
As referenced in this Credit Agreement:
Energy Partners, L – exv10w1
EX-10.1 4 h35813a4exv10w1.htm FORM OF CREDIT AGREEMENT
Exhibit 10.1
Credit Agreement
Dated as of
September [ ], 2006
among
EV Energy Partners, L .P.,
as Parent
EV Properties, L.P.,
as Borrower,
JPMorgan Chase Bank, N.A.,
as Administrative Agent,
BNP Paribas,
and
Wachovia Bank, N.A.,
as Co-Syndication Agents,
Compass
_____________
Energy Partners, L – Subsidiaries and Partnerships
Schedule 7.18
Gas Imbalances
Schedule 7.19
Marketing Contracts
Schedule 7.20
Swap Agreements
v
THIS CREDIT AGREEMENT dated as of September [ ], 2006, is among EV Energy Partners, L .P., a limited partnership duly formed and existing under the laws of the State of Delaware (the Parent), EV Properties, L.P., a limited partnership duly formed and existing
_____________
Energy Partners, L – levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement and any other Loan Document.
Parent means EV Energy Partners, L .P., a Delaware limited partnership.
16
Parent LP Agreement means the First Amended and Restated Agreement of Limited Partnership of the Parent dated as of [ ], 2006, as the same
_____________
Energy Partners, L – and Section 12.01(c)). The Parents jurisdiction of organization is Delaware; the name of the Parent as listed in the public records of its jurisdiction of organization is EV Energy Partners, L .P., and the organizational identification number of the Parent in its jurisdiction of organization is 4134906 (or, in each case, as set forth in a notice delivered to the
_____________
Energy Partners, L – this Agreement to be duly executed as of the day and year first above written.
BORROWER:
EV PROPERTIES, L.P.
By: EV Properties GP, LLC, its general partner
By: EV Energy Partners, L .P., its sole member
By: EV Energy GP, L.P., its general partner
By: EV Management, L.L.C., its general partner
By:
Name:
Title:
PARENT:
EV ENERGY PARTNERS,
_____________
dt 1625927
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill Companies, Inc – Letters of Credit, as such agreements may be amended, modified, supplemented or restated from time to time.
S&P means Standard & Poors Ratings Group, a division of The McGraw-Hill Companies, Inc ., and any successor thereto that is a nationally recognized rating agency.
Subordinated Debt means any subordinated Debt of the Borrower or any Guarantor issued pursuant to Section 9.02(
_____________
dt 1624318
;
SPE
As referenced in this Credit Agreement:
Society of Petroleum Engineers – Properties which are categorized as Proved Reserves that are both Developed and Producing, as such terms are defined in the Definitions for Oil and Gas Reserves as promulgated by the Society of Petroleum Engineers (or any generally recognized successor) as in effect at the time in question.
Redemption means with respect to any Debt, the repurchase, redemption, prepayment, repayment or defeasance or any
_____________
dt 1582592
;
More... |
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Full Doc
| 2006 |
Credit Agreement
Credit Agreement (397K)
Doc #2567455: Click preview link for longer preview.
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 29, 2006
AMONG
EV ENERGY PARTNERS, L.P.,
AS PARENT
EV PROPERTIES, L.P.,
AS BORROWER,
JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT,
BNP PARIBAS,
. . .
2567455
|
Vorys Sater
As referenced in this Credit Agreement:
Vorys, – the Guarantors.
46
{PAGE}
(h) The Administrative Agent shall have received an opinion of
Haynes & Boone, LLP, special counsel to the Borrower, (i) C. Randall Loewen,
special Louisiana counsel, (ii) Vorys, Sater, Seymour and Pease, LLP, special
Ohio counsel, (iii) Waters, Warner & Harris, PLLC, special West Virginia counsel
and (iv) any other special counsel requested by the Administrative Agent, each
_____________
dt 1638254
;
Energy Partners
As referenced in this Credit Agreement:
ENERGY PARTNERS, L – {DOCUMENT}
{TYPE}EX-10.6
{SEQUENCE}11
{FILENAME}h40146exv10w6.txt
{DESCRIPTION}CREDIT AGREEMENT
{TEXT}
{PAGE}
EXHIBIT 10.6
CREDIT AGREEMENT
DATED AS OF
SEPTEMBER 29, 2006
AMONG
EV ENERGY PARTNERS, L .P.,
AS PARENT
EV PROPERTIES, L.P.,
AS BORROWER,
JPMORGAN CHASE BANK, N.A.,
AS ADMINISTRATIVE AGENT,
BNP PARIBAS,
AND
WACHOVIA BANK, NATIONAL ASSOCIATION,
AS CO-SYNDICATION AGENTS,
COMPASS
_____________
Energy
Partners, L – Schedule 7.18 Gas Imbalances
Schedule 7.19 Marketing Contracts
Schedule 7.20 Swap Agreements
{/TABLE}
v
{PAGE}
THIS CREDIT AGREEMENT dated as of September 29, 2006, is among EV Energy
Partners, L .P., a limited partnership duly formed and existing under the laws of
the State of Delaware (the "Parent"), EV Properties, L.P., a limited partnership
duly formed and existing
_____________
Energy Partners, L – levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement and any other Loan Document.
"Parent" means EV Energy Partners, L .P., a Delaware limited partnership.
16
{PAGE}
"Parent LP Agreement" means the First Amended and Restated Agreement of
Limited Partnership of the Parent dated as of September 29, 2006,
_____________
Energy Partners, L – Section
12.01(c)). The Parent's jurisdiction of organization is Delaware; the name of
the Parent as listed in the public records of its jurisdiction of organization
is EV Energy Partners, L .P., and the organizational identification number of the
Parent in its jurisdiction of organization is 4134906 (or, in each case, as set
forth in a notice delivered to the
_____________
Energy Partners, L – this Agreement to be duly executed as of
the day and year first above written.
BORROWER: EV PROPERTIES, L.P.
By: EV Properties GP, LLC, its general partner
By: EV Energy Partners, L .P., its sole member
By: EV Energy GP, L.P., its general partner
By: EV Management, L.L.C., its general partner
By: /s/ Michael E. Mercer
--------------------------------------------
Michael E.
_____________
dt 1625936
;
|
McGraw-Hill Companies
As referenced in this Credit Agreement:
McGraw-Hill
Companies, Inc – the Letters of Credit, as such agreements may be amended,
modified, supplemented or restated from time to time.
"S&P" means Standard & Poor's Ratings Group, a division of The McGraw-Hill
Companies, Inc ., and any successor thereto that is a nationally recognized
rating agency.
"Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one
_____________
dt 1624585
;
SPE
As referenced in this Credit Agreement:
Society of Petroleum Engineers – Properties which
are categorized as "Proved Reserves" that are both "Developed" and "Producing",
as such terms are defined in the Definitions for Oil and Gas Reserves as
promulgated by the Society of Petroleum Engineers (or any generally recognized
successor) as in effect at the time in question.
"Redemption" means with respect to any Debt, the repurchase, redemption,
prepayment, repayment or defeasance or any
_____________
dt 1656144
;
More... |
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Full Doc
| 2005 |
Credit Facility Agreement
Credit Facility Agreement (123K)
Doc #1002877: Click preview link for longer preview.
Exhibit 99
EXECUTION COPY
JUNIOR SECURED DEBTOR-IN-POSSESSION CREDIT FACILITY AGREEMENT dated as of February 18, 2005 |