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Full Doc
 | 2002 |
Blocked Account Agreement
Blocked Account Agreement (30K)
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BLOCKED ACCOUNT AGREEMENT
THIS BLOCKED ACCOUNT AGREEMENT, dated as of June 8, 2001 (as
amended, supplemented or otherwise modified from time to time, this
"Agreement"), is by and between AMERICAN HOMEPATIENT, INC., a Delaware
corporation (the "BORROWER") and BANKERS TRUST COMPANY, as Agent (the "AGENT")
for the Lenders (as defined below).
WITNESSETH:
WHEREAS, the Borrower is a party to that certain Fifth
Amended and Restated Credit Agreement, dated as of May 25, 2001 (as amended,
supplemented or otherwise modified to the date hereof or from time to time
hereafter, the "CREDIT AGREEMENT"), with the various financial institutions
that are or may from time to time become parties thereto (the "LENDERS"), and
the Agent;
WHEREAS, pursuant to the Credit Agreement, the Borrower and
the Agent are parties to that certain Borrower Security Agreement, dated as of
October 20, 1994 (as it may be amended, supplemented or otherwise modified from
time to time hereafter, the "BORROWER SECURITY AGREEMENT");
WHEREAS, pursuant to the Borrower Security Agreement, the
Borrower, among other things, granted to the Agent, for the benefit of the
Lenders, a continuing security interest in all of the Borrower's right, title,
and interest in and to all deposit accounts and all amounts from time to time
deposited therein;
WHEREAS, pursuant to the Borrower Security Agreement, the
Borrower, among other things, granted to the Agent, for the benefit of the
Lenders, a continuing security interest in all present and future accounts,
contract rights, other payment rights of any kind, instruments, documents,
chattel paper and general intangibles of the Borrower, and all proceeds
thereof, that may from time to time be deposited in any deposit account;
WHEREAS, pursuant to the Borrower Security Agreement, the
Borrower, among other things, granted to the Agent, for the benefit of the
Lenders, a continuing security interest in all general intangibles, including,
without limitation, all rights to payment and all proceeds thereof;
WHEREAS, pursuant to Section 8.05(vi) of the Credit
Agreement, Borrower is permitted to invest in cash equivalents, as defined in
Schedule I attached hereto ("CASH EQUIVALENTS");
WHEREAS, the Borrower, the Agent, and PNC Bank, National
Association are parties to that certain Concentration Bank Agreement dated as
of June 8, 2001 (as it may be amended, supplemented or otherwise modified, the
"CONCENTRATION BANK AGREEMENT") pursuant to which the Borrower maintains a
concentration account (the "CONCENTRATION ACCOUNT") into which proceeds of
Accounts Receivable contained in accounts maintained with certain collection
banks pursuant to the terms of Collection Bank Agreements are swept; and
1
{PAGE}
WHEREAS, pursuant to the terms of the Concentration Bank
Agreement, the Concentration Bank has agreed to deposit in an account
maintained by Borrower with Agent (the "SWEEP ACCOUNT") certain funds in the
Concentration Account at the end of each Business Day.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein contained, the parties hereto agree as follows:
SECTION 1. Definitions. Capitalized terms used herein
without definition that are defined in or have reference in, the Borrower
Security Agreement or the Credit Agreement shall have the meanings specified
therein. Undefined terms that are defined in the Uniform Commercial Code, as it
is currently enacted or may hereafter be amended, in the applicable
jurisdiction or jurisdictions shall have the meanings set forth therein.
SECTION 2. Security Interest and Notice and
Acknowledgement Thereof.
(a) To secure the due and punctual payment and
performance of the Secured Obligations, the Borrower hereby reaffirms and
ratifies its assignment and grant, and hereby further assigns and grants, to
the Agent, for the benefit of the Lenders, a security interest in and a lien
upon all of the Borrower's right, title, and interest now or hereafter acquired
in and to (i) the Sweep Account, including all funds and assets from time to
time on deposit therein and all contract rights, claims, choses in action and
privileges in respect of the Sweep Account; (ii) all investment property and
financial assets ("FINANCIAL ASSETS") and all contract rights, claims, choses
in action and privileges in respect thereof, including, without limitation, all
investments made with funds in the Sweep Account or any proceeds thereof; and
(iii) all other deposit accounts located at the Agent into which funds in the
Sweep Account may from time to time be transferred and all deposit accounts
otherwise located at the Agent (the "DEPOSIT ACCOUNTS").
(b) The Agent and the Borrower agree that all checks,
money orders, and other evidences of payment may be deposited in the Sweep
Account without the Borrower's endorsement.
(c) The Borrower hereby agrees that the Agent may direct
the disposition of the funds contained in the Sweep Account or any other
Deposit Account maintained by the Borrower with the Agent, in accordance with
the terms and conditions of this Agreement, without further consent by the
Borrower.
(d) The Agent hereby agrees to establish a liquidity
management sub account within the Sweep Account (the "LIQUIDITY MANAGEMENT SUB
ACCOUNT") for the purpose of automatically sweeping excess balances into
overnight investments in Cash Equivalents, after any payments required to be
made to Agent pursuant to Section 4(d). The Liquidity Management Sub Account is
and shall be a part of the Sweep Account and all references herein to the Sweep
Account shall include the Liquidity Management Sub Account.
(e) Borrower hereby agrees to execute such financing
statements and other documents as the Agent may reasonably request to perfect
the security interest reaffirmed and granted to the Agent, for the benefit of
Lenders, pursuant to this Agreement.
2
{PAGE}
SECTION 3. Accounts.
(a) The Borrower may not, and Borrower may not permit
any Subsidiary to, without the prior written consent of the Agent (i) close the
Sweep Account, (ii) establish any new accounts for the transfer of funds from
the Concentration Account as provided in the Concentration Bank Agreement, or
(iii) establish any account for the purpose of making investments in Cash
Equivalents from the proceeds of funds from the Sweep Account after the date
hereof, other than the Liquidity Management Sub Account.
(b) The Borrower shall not deposit funds from any source
other than the Concentration Account, proceeds of Accounts Receivable, proceeds
from the sale or other disposition of investments in the Liquidity Management
Sub Account or interest or dividend payments on investments in the Liquidity
Management Sub Account.
SECTION 4. Irrevocable Direction to Transfer Funds;
Access to Transfers.
(a) Pursuant to the Concentration Bank Agreement, the
Borrower and certain of the Borrower's Subsidiaries irrevocably directed the
Concentration Bank to transfer to Agent at least once each Business Day all
367937
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AHI
As referenced in this Blocked Account Agreement:
AMERICAN HOMEPATIENT, INC – 24
BLOCKED ACCOUNT AGREEMENT
THIS BLOCKED ACCOUNT AGREEMENT, dated as of June 8, 2001 (as
amended, supplemented or otherwise modified from time to time, this
"Agreement"), is by and between AMERICAN HOMEPATIENT, INC ., a Delaware
corporation (the "BORROWER") and BANKERS TRUST COMPANY, as Agent (the "AGENT")
for the Lenders (as defined below).
WITNESSETH:
WHEREAS, the Borrower is a party to that certain
_____________
AMERICAN HOMEPATIENT, INC – PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed by their duly authorized officers as of the day and year first
above written.
Address: AMERICAN HOMEPATIENT, INC .,
a Delaware corporation
5200 Maryland Way, Suite 400
Brentwood, Tennessee 37027
Attention: Marilyn A. O'Hara
Telephone: (615) 221-8884
Telecopy: (615) 373-1947
E-Mail: By:
-------------------------------
Name:
Title:
_____________
dt 1345694
;
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 PNC Bank
As referenced in this Blocked Account Agreement:
PNC Bank, Na – 8.05(vi) of the Credit
Agreement, Borrower is permitted to invest in cash equivalents, as defined in
Schedule I attached hereto ("CASH EQUIVALENTS");
WHEREAS, the Borrower, the Agent, and PNC Bank, Na tional
Association are parties to that certain Concentration Bank Agreement dated as
of June 8, 2001 (as it may be amended, supplemented or otherwise modified, the
"CONCENTRATION BANK AGREEMENT") pursuant
_____________
PNC Bank,
Na – such time, at any time or from time to time,
provided that such funds are transferred to (i) the Liquidity Management
Sub-Account, (ii) zero balance Deposit Accounts maintained by PNC Bank,
Na tional Association for Borrower for the purposes of paying payroll checks and
accounts payable of Borrower, or (iii) Agent for disbursement to Lenders.
(d) After giving of the Notice in
_____________
dt 1044264
|
Preview
Full Doc
| 2000 |
Interim Interest Reserve Account Agreement
Interim Interest Reserve Account Agreement (15K)
Doc #391738: Click preview link for longer preview.
INTERIM INTEREST RESERVE
ACCOUNT AGREEMENT
-----------------
THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee
(in such capacity, together with its successors and assigns, the "Trustee") for
itself and for the benefit of the Holders (as defined herein), pursuant to the
Indenture (as defined herein), and NORWEST BANK MINNESOTA, N.A., a national
association ("Norwest"), as securities intermediary (in such capacity, together
with its successors and assigns, the "Securities Intermediary"), upon the
following terms and conditions:
RECITALS
A. Owner and the Trustee are parties to that certain Pledge and Assignment
Agreement of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Pledge Agreement"),
which has been acknowledged by the Securities Intermediary.
B. Owner desires that the Securities Intermediary hold certain financial
assets and perform certain services with respect to such financial assets.
C. The Securities Intermediary is willing to hold such assets and to
perform such services, subject to the terms and conditions of this Agreement and
the Pledge Agreement.
NOW, THEREFORE, for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms used herein without definition shall
have the meanings given to them in the Pledge Agreement. Terms used but not
otherwise defined herein that are defined in the Uniform Commercial Code (as
defined in the Pledge Agreement) shall have the meanings given in the Uniform
Commercial Code.
2. Establishment of Securities Account. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 13645-101, in the
name of Windsor Woodmont Black Hawk Resort Corp. Interest Reserve Account
("Securities Account"), subject to the terms and conditions of this Agreement,
the Cash Collateral and Disbursement Agreement among the Trustee, the Owner,
Hyatt Gaming Management, Inc., Norwest, as disbursement agent, First American
Heritage Title Company, as the construction escrow agent, and RE TECH+, Inc., as
the independent construction consultant (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Disbursement
Agreement"), and the Pledge Agreement. The Securities Intermediary agrees (i) to
{PAGE}
maintain the Securities Account at its office at Midwest Plaza West Tower, 801
Nicollet Mall, Suite 700, Minneapolis, MN 55479-0065, (ii) not to change the
name or account number of the Securities Account without the prior written
consent of the Trustee and (iii) to close the Securities Account after the free
delivery of the financial assets to SunTrust Bank, acting as a securities
intermediary (SunTrust, in such capacity, together with its successors and
assigns, the "Interest Securities Intermediary"), as directed by the Trustee
pursuant to the Disbursement Agreement.
(b) The Securities Account is an account in which financial assets are or
may be credited and the Securities Intermediary shall hold such financial assets
in accordance with this Agreement and the Pledge Agreement. The term "hold"
shall include the deposit of any part of or all of the financial assets with the
Depositary Trust Company, the Federal Reserve Book Entry System or any other
centralized securities depositary system or financial intermediary, whether
presently or hereafter organized.
(c) Title to the financial assets held in the Securities Account shall be
registered in the name of the Securities Intermediary who shall credit on its
books and records such financial assets as being held for the account of the
Trustee and for the benefit of the Trustee (subject to the subordinated interest
of Hyatt Gaming as set forth in the Hyatt Gaming Pledge and Assignment Agreement
of even date herewith by the Owner in favor of Hyatt Gaming (as amended,
391738
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Windsor Woodmont
As referenced in this Interim Interest Reserve Account Agreement:
WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT
-----------------
THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation, as trustee
(in such capacity, together with its successors and assigns, the "Trustee") for
itself and for the benefit
_____________
Windsor Woodmont Black Hawk Resort Corp. – in the Uniform
Commercial Code.
2. Establishment of Securities Account. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 13645-101, in the
name of Windsor Woodmont Black Hawk Resort Corp. Interest Reserve Account
("Securities Account"), subject to the terms and conditions of this Agreement,
the Cash Collateral and Disbursement Agreement among the Trustee, the Owner,
Hyatt Gaming Management, Inc.,
_____________
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. – Remainder of page intentionally left blank;
signatures on following page]
- 5 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
OWNER:
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. , a Colorado corporation
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
TRUSTEE:
SUNTRUST BANK, a Georgia banking corporation
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
SECURITIES INTERMEDIARY:
NORWEST BANK MINNESOTA, N.A., a national
association
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
{/
_____________
dt 1364692
| |
Preview
Full Doc
| 2000 |
Interest Reserve Account Agreement
Interest Reserve Account Agreement (15K)
Doc #391739: Click preview link for longer preview.
INTEREST RESERVE
ACCOUNT AGREEMENT
-----------------
THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP., a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation
("SunTrust"), as trustee (SunTrust, in such capacity, together with its
successors and assigns, the "Trustee") for itself and for the benefit of the
Holders (as defined herein), pursuant to the Indenture (as defined herein), and
as securities intermediary (SunTrust, in such capacity, together with its
successors and assigns, the "Securities Intermediary"), upon the following terms
and conditions:
RECITALS
A. Owner and the Trustee are parties to that certain Pledge and Assignment
Agreement of even date herewith (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "Pledge Agreement"),
which has been acknowledged by the Securities Intermediary.
B. Owner desires that the Securities Intermediary hold certain financial
assets and perform certain services with respect to such financial assets.
C. The Securities Intermediary is willing to hold such assets and to
perform such services, subject to the terms and conditions of this Agreement and
the Pledge Agreement.
NOW, THEREFORE, for the mutual covenants set forth herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Definitions. All capitalized terms used herein without definition shall
have the meanings given to them in the Pledge Agreement. Terms used but not
otherwise defined herein that are defined in the Uniform Commercial Code (as
defined in the Pledge Agreement) shall have the meanings given in the Uniform
Commercial Code.
2. Establishment of Securities Account. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 6797500, in the
name of Windsor Woodmont Black Hawk Resort Corp. Capitalized Interest Fund
("Securities Account"), subject to the terms and conditions of this Agreement,
the Cash Collateral and Disbursement Agreement among the Trustee, the Owner,
Hyatt Gaming Management, Inc., Norwest Bank Minnesota, N.A., as disbursement
agent, First American Heritage Title Company, as the construction escrow agent,
and RE TECH+, Inc., as the independent construction consultant (as the same may
be amended, restated, supplemented or otherwise modified from time to time, the
"Disbursement Agreement"), and the Pledge Agreement. The Securities Intermediary
agrees (i) to maintain the Securities Account at its office at 225 East
{PAGE}
Robinson Street, Suite 250, Orlando, Florida 32801, (ii) not to change the name
or account number of the Securities Account without the prior written consent of
the Trustee and (iii) to close the Securities Account upon the occurrence of the
Final Accounts Disbursement pursuant to the Disbursement Agreement.
(b) The Securities Account is an account in which financial assets are or
may be credited and the Securities Intermediary shall hold such financial assets
in accordance with this Agreement and the Pledge Agreement. The term "hold"
shall include the deposit of any part of or all of the financial assets with the
Depositary Trust Company, the Federal Reserve Book Entry System or any other
centralized securities depositary system or financial intermediary, whether
presently or hereafter organized.
(c) Title to the financial assets held in the Securities Account shall be
registered in the name of the Securities Intermediary who shall credit on its
books and records such financial assets as being held for the account of the
Trustee and for the benefit of the Trustee (subject to the subordinated interest
of Hyatt Gaming as set forth in the Hyatt Gaming Pledge and Assignment Agreement
of even date herewith by the Owner in favor of Hyatt Gaming (as amended,
restated, supplemented or otherwise modified from time to the, the "Hyatt Gaming
Pledge Agreement")) in accordance with the provisions set forth in the Pledge
Agreement and the Securities Intermediary agrees that in no event shall any
391739
|
Windsor Woodmont
As referenced in this Interest Reserve Account Agreement:
WINDSOR WOODMONT BLACK HAWK RESORT CORP. – AGREEMENT
-----------------
THIS ACCOUNT AGREEMENT, dated as of March 14, 2000 (as the same may be
amended, restated, supplemented or otherwise modified from time to time, the
"Agreement"), by and among WINDSOR WOODMONT BLACK HAWK RESORT CORP. , a Colorado
corporation ("Owner"), SUNTRUST BANK, a Georgia banking corporation
("SunTrust"), as trustee (SunTrust, in such capacity, together with its
successors and assigns, the "Trustee") for itself and for
_____________
Windsor Woodmont Black Hawk Resort Corp. – given in the Uniform
Commercial Code.
2. Establishment of Securities Account. (a) The Securities Intermediary
hereby confirms and agrees that it has established Account No. 6797500, in the
name of Windsor Woodmont Black Hawk Resort Corp. Capitalized Interest Fund
("Securities Account"), subject to the terms and conditions of this Agreement,
the Cash Collateral and Disbursement Agreement among the Trustee, the Owner,
Hyatt Gaming Management, Inc.,
_____________
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. – Remainder of page intentionally left blank;
signatures on following page]
- 4 -
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
OWNER:
WINDSOR WOODMONT BLACK HAWK
RESORT, CORP. , a Colorado corporation
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
TRUSTEE:
SUNTRUST BANK, a Georgia banking corporation
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
SECURITIES INTERMEDIARY:
SUNTRUST BANK, a Georgia banking corporation
By:
----------------------------------
Name:
----------------------------------
Title:
----------------------------------
{/TEXT}
{/DOCUMENT}
_____________
dt 1364693
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