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Secured Credit Agreement [Amended and Restated No. 4]
Secured Credit Agreement [Amended and Restated No. 4] (245K)
Doc #195153: Click preview link for longer preview.
FOURTH AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as of
November 12, 2003, between Quanta Services, Inc., a Delaware corporation (the
"BORROWER"), the lenders from time to time parties hereto (each a "LENDER" and
collectively, the "LENDERS"), and Bank of America, N.A., as administrative agent
for the Lenders (in such capacity, the "AGENT").
RECITALS
A. The Borrower, certain of the Lenders and Bank of America,
N.A., as agent ("EXISTING AGENT") previously entered into that certain Third
Amended and Restated Secured Credit Agreement dated as of June 14, 1999 (as
amended prior to the date hereof, the "EXISTING CREDIT AGREEMENT").
B. The parties hereto desire to amend and restate such Existing
Credit Agreement in its entirety and refinance the "Obligations" thereunder by
providing an L/C Commitment Amount of $120,000,000 and a single advance term
loan in the amount of $60,000,000.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained in this Agreement, the parties to this Agreement agree to
amend and restate the Existing Credit Agreement in its entirety, as follows:
SECTION 1. DEFINITIONS; INTERPRETATION.
Section 1.1. Definitions. Unless otherwise defined in this Agreement,
the following terms shall have the following meanings:
"ACQUISITION" means, a direct or indirect purchase by the Borrower or
any of its Subsidiaries for cash, stock, or other securities or property,
whether in one or more related transactions, of all or substantially all of the
assets or more than 50% of voting securities or other equity interests of a
Person or a business unit, division or group of a Person.
"ADJUSTED LIBOR RATE" means, for any LIBOR Loan, a rate per annum
determined in accordance with the following formula:
Adjusted LIBOR Rate = LIBOR Rate
-------------------
1.00 - Eurodollar Reserve Percentage
"AFFILIATE" means, for any Person, (i) any other Person that directly
or indirectly through one or more intermediaries controls, or is under common
control with, or is controlled by, such Person, and (ii) any other Person owning
beneficially or controlling ten percent (10%) or more of the equity interests in
such Person; provided that any investor in connection with any Subordinated Debt
Investment shall not be considered an Affiliate hereunder. As used in this
definition, "CONTROL" means the power, directly or indirectly, to direct or
cause the direction of management or policies of a Person (through ownership of
voting securities or other equity interests, by contract or otherwise).
"AGENT" means Bank of America, N.A. acting in its capacity as
administrative agent for the Lenders, and any successor agent appointed
hereunder pursuant to SECTION 9.7.
1
{PAGE}
"AGREEMENT" means this Credit Agreement, as amended, restated or
supplemented from time to time.
"APPLICABLE MARGIN" means, for Base Rate Loans, 1.50% per annum, and
for LIBOR Loans, 3.25% per annum.
"APPLICATION" means an application for a Letter of Credit in the form
from time to time used by Agent's letter of credit department.
"ASSIGNMENT AGREEMENT" means an agreement in substantially the form of
EXHIBIT 10.10 whereby a Lender conveys part or all of its L/C Commitments and
Loans and participations in Letters of Credit to another Person that thereupon
becomes a Lender, or that increases its L/C Commitments, outstanding Loans and
outstanding participations in Letters of Credit pursuant to SECTION 10.10.
"BASE RATE" means, for any day, the higher of (i) the fluctuating
commercial loan rate announced by the Agent from time to time as its base rate
for Dollar loans in the United States of America in effect on such day (which
base rate may not be the lowest rate charged by the Agent on loans to any of its
customers), or (ii) the Federal Funds Rate plus one-half of one percent (0.5%)
per annum, with any change in the Base Rate resulting from a change in either
such rate to be effective on the date of the relevant change.
"BASE RATE LOAN" means any portion of the Term Loan bearing interest
prior to maturity at the Base Rate plus the Applicable Margin.
"BENEFICIAL OWNERSHIP," and "BENEFICIAL OWNER" shall have the meanings
assigned to them in Rule 13d-3 under the Exchange Act in effect on the date of
this Agreement.
"BORROWER" means Quanta Services, Inc., a Delaware corporation.
"BUSINESS DAY" means any day other than a Saturday or Sunday on which
banks are not authorized or required to close in Houston, Texas, and, if the
applicable Business Day relates to the continuation of, conversion into or
payment on a LIBOR Loan, on which banks are dealing in Dollar deposits in the
interbank eurocurrency market in London, England.
"CAPITAL EXPENDITURES" means, for any period, the sum, without
duplication, of all expenditures of the Borrower and its Subsidiaries for fixed
or capital assets made during such period which, in accordance with GAAP, are
required to be classified as capital expenditures, in each case excluding all
such expenditures incurred by any entity or business acquired in an Acquisition
prior to the date of such Acquisition.
"CAPITALIZED LEASE OBLIGATIONS" means, for any Person, the amount of
such Person's liabilities under all leases of real or personal property (or any
interest therein) which is required to be capitalized on the balance sheet of
such Person as determined in accordance with GAAP.
"CASH COLLATERAL SECURITY AGREEMENT" means that certain Security
Agreement of the Borrower dated as of October 31, 2003, in favor of the Existing
Agent pursuant to which the Borrower deposited with the Existing Agent certain
proceeds of the 2003 Convertible
195153
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Quanta Services
As referenced in this Secured Credit Agreement [Amended and Restated No. 4]:
QUANTA SERVICES, – 2
================================================================================
FOURTH AMENDED AND RESTATED SECURED CREDIT AGREEMENT
DATED AS OF
NOVEMBER 12, 2003
AMONG
QUANTA SERVICES, INC., AS BORROWER
AND
THE FINANCIAL INSTITUTIONS PARTIES HERETO, AS LENDERS
AND
BANK OF
Quanta Services, – PAGE}
FOURTH AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as of
November 12, 2003, between Quanta Services, Inc., a Delaware corporation (the
"BORROWER"), the lenders from time to time parties hereto (
Quanta Services, – 3 under the Exchange Act in effect on the date of
this Agreement.
"BORROWER" means Quanta Services, Inc., a Delaware corporation.
"BUSINESS DAY" means any day other than a Saturday or
Quanta Services, – Lenders as set forth on
the signature pages hereto and to the Borrower as follows:
Quanta Services, Inc.
1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
Attention: Mr. James Haddox
Quanta Services, – Telephone: (713) 629-7600
Fax No.: (713) 629-7676
54
{PAGE}
with a copy to
Quanta Services, Inc.
1360 Post Oak Blvd., Suite 2100
Houston, Texas 77056
Attention: General Counsel
Telephone: (
dt 36487
;
 BofA
As referenced in this Secured Credit Agreement [Amended and Restated No. 4]:
BANK OF AMERICA, – AMONG
QUANTA SERVICES, INC., AS BORROWER
AND
THE FINANCIAL INSTITUTIONS PARTIES HERETO, AS LENDERS
AND
BANK OF AMERICA, N.A.,
AS ADMINISTRATIVE AGENT
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C}
Bank of America, – lenders from time to time parties hereto (each a "LENDER" and
collectively, the "LENDERS"), and Bank of America, N.A., as administrative agent
for the Lenders (in such capacity, the "AGENT").
RECITALS
Bank of America, – Lenders (in such capacity, the "AGENT").
RECITALS
A. The Borrower, certain of the Lenders and Bank of America,
N.A., as agent ("EXISTING AGENT") previously entered into that certain Third
Amended and
Bank of America, – through ownership of
voting securities or other equity interests, by contract or otherwise).
"AGENT" means Bank of America, N.A. acting in its capacity as
administrative agent for the Lenders, and any
Bank of America, – the Agent
pursuant to this Agreement or any other written agreement between the
Borrower and Bank of America, N.A. (or any of its Affiliates) in effect
on the date of this
dt 40607
;
BNY
As referenced in this Secured Credit Agreement [Amended and Restated No. 4]:
Bank of New York – System arranged by federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the next Business Day,
provided that (A) if such day is not a Business
dt 42777
;
|
 Weil Gotshal
As referenced in this Secured Credit Agreement [Amended and Restated No. 4]:
Weil, Gotshal – opinions of (1)
Dana Gordon, General Counsel to the Borrower and the Guarantors, and
(2) Weil, Gotshal & Manges, LLP, in each case covering such matters as
the Lenders may reasonably require;
dt 32076
;
Winstead
As referenced in this Secured Credit Agreement [Amended and Restated No. 4]:
Winstead Sechrest – to the Agent (by confirmed fax to each of the Agent and its legal
counsel, Winstead Sechrest & Minick P.C., attention: Ms. Valinda Wolfert (fax
no.: 214-745-5390)) of (i)
dt 32261
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Secured Credit Agreement
Secured Credit Agreement (184K)
Doc #524597: Click preview link for longer preview.
PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION IN A CONFIDENTAL TREATMENTREQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
$[***]
SECURED CREDIT AGREEMENT
Dated as of October 10, 2002
Among
FRONTIER AIRLINES, INC.
. . .
524597
|
Frontier
As referenced in this Secured Credit Agreement:
FRONTIER AIRLINES, INC – AND EXCHANGE COMMISSION IN A CONFIDENTAL TREATMENTREQUEST UNDER RULE 24b-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
$[***]
SECURED CREDIT AGREEMENT
Dated as of October 10, 2002
Among
FRONTIER AIRLINES, INC .
THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
and
CREDIT AGRICOLE INDOSUEZ, as Agent
CREDIT AGRICOLE INDOSUEZ, Lead-Underwriter
DVB BANK AG, Co-Underwriter
BAYERISCHE HYPO- UND VEREINSBANK., Co-
_____________
FRONTIER AIRLINES, INC – 38
SECTION 9.24 LENDERS' REPRESENTATIONS AND WARRANTIES.................................38
SECURED CREDIT AGREEMENT
This Secured Credit Agreement (this "Agreement"), dated as of October 10, 2002, is made and entered into
among FRONTIER AIRLINES, INC ., a Colorado corporation, as Borrower (the "Borrower"), the Lenders listed on the
signature pages hereof (the "Lenders"), and CREDIT AGRICOLE INDOSUEZ, as agent for the Lenders (the "Agent").
PRELIMINARY
_____________
FRONTIER AIRLINES, INC – ERISA and the regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers all as of the Agreement Date.
FRONTIER AIRLINES, INC .
By
Name:
Title:
CREDIT AGRICOLE INDOSUEZ,
as Agent and as a Lender
By
Name:
Title:
Agreement Date:
DVB BANK AG,
as a Lender
By
Name:
Title:
LILIENTHAL CAPITAL CORP.,
_____________
Frontier Airlines Inc – 312) 917-7420
Facsimile: (312) 372-3848
Payment Details:
Bank: Citibank, New York
Acct No.: [***]
For credit to: Credit Agricole Indosuez Chicago
Branch - CAI-CAP
ABA No.: [***]
SWIFT No.: [***]
Ref: Frontier Airlines Inc .
[***] Represents material that has been omitted and filed separately with the Securities and Exchange Commission
under a Confidental Treatment Request.
Lenders, Lending Offices
and Notice Addresses Commitment
DVB BANK
_____________
Frontier
Airlines, Inc – BORROWING
[Name and address
of Agent in accordance with
Section 9.01(a)(ii)]
Date:
Gentlemen:
Reference is made to the Secured Credit Agreement, dated as of __________, 2002, among Frontier
Airlines, Inc ., the lenders listed on the signature pages thereof and Credit Agricole Indosuez, as Agent
(the "Secured Credit Agreement"). The undersigned hereby gives notice pursuant to Section 1.02 of
_____________
dt 1318525
;
|
ISDA
As referenced in this Secured Credit Agreement:
ISDA – such losses or gains, which certified amount shall be conclusive absent manifest error. All breakage
losses or gains relating to any Swap Transaction will be determined in accordance with standard ISDA terms and
will be payable in Dollars.
Section 7.05 Certain Determinations. In making the determinations contemplated by Sections 1.13(a), 7.02,
7.03 and 7.04,
_____________
dt 1603630
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Secured Credit Agreement
Secured Credit Agreement (182K)
Doc #524645: Click preview link for longer preview.
SECURED CREDIT AGREEMENT
Dated as of October 10, 2002
Among
FRONTIER AIRLINES, INC.
THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
and
CREDIT AGRICOLE INDOSUEZ, as Agent
. . .
524645
|
Frontier
As referenced in this Secured Credit Agreement:
FRONTIER AIRLINES, INC –
$*
SECURED CREDIT AGREEMENT
Dated as of October 10, 2002
Among
FRONTIER AIRLINES, INC .
THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,
and
CREDIT AGRICOLE INDOSUEZ, as Agent
CREDIT AGRICOLE INDOSUEZ, Lead-Underwriter
DVB BANK AG, Co-Underwriter
BAYERISCHE HYPO- UND VEREINSBANK., Co-
_____________
FRONTIER AIRLINES, INC – 38
SECTION 9.24 LENDERS' REPRESENTATIONS AND WARRANTIES.................................38
SECURED CREDIT AGREEMENT
This Secured Credit Agreement (this "Agreement"), dated as of October 10, 2002, is made and entered into
among FRONTIER AIRLINES, INC ., a Colorado corporation, as Borrower (the "Borrower"), the Lenders listed on the
signature pages hereof (the "Lenders"), and CREDIT AGRICOLE INDOSUEZ, as agent for the Lenders (the "Agent").
PRELIMINARY
_____________
FRONTIER AIRLINES, INC – ERISA and the regulations promulgated thereunder.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly
authorized officers all as of the Agreement Date.
FRONTIER AIRLINES, INC .
By
Name:
Title:
CREDIT AGRICOLE INDOSUEZ,
as Agent and as a Lender
By
Name:
Title:
Agreement Date:
DVB BANK AG,
as a Lender
By
Name:
Title:
LILIENTHAL CAPITAL CORP.,
_____________
Frontier Airlines Inc – 312) 917-7420
Facsimile: (312) 372-3848
Payment Details:
Bank: Citibank, New York
Acct No.: *
For credit to: Credit Agricole Indosuez Chicago
Branch - CAI-CAP
ABA No.: *
SWIFT No.: *
Ref: Frontier Airlines Inc .
Lenders, Lending Offices
and Notice Addresses Commitment
DVB BANK AG $*
Domestic Lending Office:
DVB Bank AG
London Branch
80 Cheapside
London, EC2V 6EE
ENGLAND
Attention: Loan Administration
Telephone: +44
_____________
Frontier
Airlines, Inc – BORROWING
[Name and address
of Agent in accordance with
Section 9.01(a)(ii)]
Date:
Gentlemen:
Reference is made to the Secured Credit Agreement, dated as of __________, 2002, among Frontier
Airlines, Inc ., the lenders listed on the signature pages thereof and Credit Agricole Indosuez, as Agent
(the "Secured Credit Agreement"). The undersigned hereby gives notice pursuant to Section 1.02 of
_____________
dt 1318527
;
|
ISDA
As referenced in this Secured Credit Agreement:
ISDA – such losses or gains, which certified amount shall be conclusive absent manifest error. All breakage
losses or gains relating to any Swap Transaction will be determined in accordance with standard ISDA terms and
will be payable in Dollars.
Section 7.05 Certain Determinations. In making the determinations contemplated by Sections 1.13(a), 7.02,
7.03 and 7.04,
_____________
dt 1603631
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Secured Credit Agreement
Secured Credit Agreement (685K)
Doc #199634: Click preview link for longer preview.
SECURED CREDIT AGREEMENT
DATED AS OF APRIL 23, 2001
AMONG
OWENS-ILLINOIS GROUP, INC.,
OWENS-BROCKWAY GLASS CONTAINER INC., OI GENERAL FTS INC., OI
PLASTIC PRODUCTS FTS INC., OI CLOSURE FTS INC., UNITED GLASS LIMITED,
UNITED GLASS GROUP LIMITED, OWENS-ILLINOIS (AUSTRALIA) PTY
LIMITED, ACI OPERATIONS PTY LIMITED, OI ITALIA S.R.L., AND AZIENDE
VETRARIE INDUSTRIALI RICCIARDI S.P.A.
OWENS-ILLINOIS GENERAL, INC.
AS BORROWERS' AGENT
THE LENDERS LISTED HEREIN,
ABN AMRO BANK N.V., CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH,
BANK ONE, NA, INDUSTRIAL BANK OF JAPAN, LIMITED, KEYBANK NATIONAL
ASSOCIATION, SOCIETE GENERALE AND SUMITOMO BANK, LTD., CHICAGO
BRANCH,
AS MANAGING AGENTS,
BARCLAYS BANK PLC AND TORONTO DOMINION (TEXAS), INC.,
AS CO-AGENTS,
BNP PARIBAS AND CREDIT INDUSTRIEL ET COMMERCIAL,
AS LEAD MANAGERS,
DEUTSCHE BANC ALEX.BROWN AND BANC OF AMERICA
SECURITIES, LLC,
AS JOINT LEAD ARRANGERS AND JOINT BOOK MANAGERS
THE BANK OF NOVA SCOTIA, AND BANC OF AMERICA SECURITIES, LLC
AS CO-SYNDICATION AGENTS,
DEUTSCHE BANK AG, LONDON BRANCH,
AS UK ADMINISTRATIVE AGENT,
AND
BANKERS TRUST COMPANY,
AS ADMINISTRATIVE AGENT
{PAGE}
{TABLE}
{CAPTION}
TABLE OF CONTENTS
PAGE
{S} {C}
SECTION 1 DEFINITIONS.......................................................3
1.1 Certain Defined Terms..................................................3
1.2 Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement; Change in Accounting Principles.........44
1.3 Other Definitional Provisions; Anniversaries..........................44
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS AND LOANS; NOTES.................44
2.1 Commitments; Making of Loans; Domestic Overdraft Account..............44
2.2 Interest on the Loans.................................................57
2.3 Fees..................................................................60
2.4 Prepayments and Payments; Reductions in Commitments...................61
2.5 Use of Proceeds.......................................................70
2.6 Special Provisions Governing Eurodollar Rate Loans....................71
2.7 Capital Adequacy Adjustment; Increased Costs; Taxes...................75
2.8 Letters of Credit.....................................................81
2.9 Joint and Several Liability; Contribution; O-I General as
Borrowers' Agent......................................................90
SECTION 3 CONDITIONS TO LOANS AND LETTERS OF CREDIT........................92
3.1 Conditions to Term Loans and Initial Revolving Loans..................92
3.2 Conditions to All Loans...............................................96
3.3 Conditions to Letters of Credit.......................................96
SECTION 4 LOAN PARTIES' REPRESENTATIONS AND WARRANTIES.....................97
4.1 Organization, Powers, Good Standing, Business and Subsidiaries........97
4.2 Authorization of Borrowing, Etc.......................................98
4.3 Financial Condition...................................................99
4.4 No Adverse Material Change; No Restricted Junior Payment..............99
4.5 Litigation; Adverse Facts.............................................99
4.6 Payment of Taxes......................................................99
4.7 Governmental Regulation..............................................100
4.8 Securities Activities................................................100
4.9 Employee Benefit Plans...............................................100
4.10 Disclosure...........................................................100
-i-
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{CAPTION}
TABLE OF CONTENTS
(CONTINUED)
PAGE
{S} {C}
4.11 Environmental Protection.............................................101
4.12 Title to Properties; Liens; Real Property; Intellectual Property.....101
4.13 Solvency.............................................................102
4.14 Matters Relating to Collateral.......................................102
SECTION 5 COMPANY'S AFFIRMATIVE COVENANTS.................................103
5.1 Financial Statements and Other Reports...............................103
5.2 Corporate Existence, Etc.............................................107
5.3 Payment of Taxes and Claims; Tax Consolidation.......................108
5.4 Maintenance of Properties; Insurance; Application of Net
Insurance/Condemnation Proceeds......................................108
5.5 Inspection; Lender Meeting...........................................109
5.6 Compliance with Laws, Etc............................................110
5.7 Securities Activities................................................110
5.8 Environmental Matters................................................110
5.9 Execution of Subsidiary Guaranty and Security Agreement After the
Closing Date.........................................................112
5.10 Real Estate Matters..................................................113
SECTION 6 COMPANY'S NEGATIVE COVENANTS....................................115
6.1 Indebtedness.........................................................115
6.2 Liens and Related Matters............................................117
6.3 Investments; Acquisitions............................................119
6.4 Contingent Obligations...............................................121
6.5 Restricted Junior Payments...........................................122
6.6 Financial Covenants..................................................122
6.7 Restriction on Fundamental Changes; Asset Sales......................123
6.8 Consolidated Capital Expenditures....................................125
6.9 Transactions with Shareholders and Affiliates........................125
6.10 Sales and Lease-Backs................................................126
6.11 Conduct of Business..................................................126
6.12 Amendments of Documents Relating to Restricted Debt Obligations;
No Prepayments of Restricted Debt Obligations........................126
SECTION 7 EVENTS OF DEFAULT...............................................127
-ii-
{PAGE}
{CAPTION}
TABLE OF CONTENTS
(CONTINUED)
PAGE
{S} {C}
7.1 Failure to Make Payments When Due....................................127
7.2 Default in Other Agreements..........................................128
7.3 Breach of Certain Covenants..........................................128
7.4 Breach of Warranty...................................................128
7.5 Other Defaults under Agreement or Loan Documents.....................128
7.6 Involuntary Bankruptcy; Appointment of Receiver, Etc.................128
7.7 Voluntary Bankruptcy; Appointment of Receiver, Etc...................129
7.8 Judgments and Attachments............................................129
7.9 Dissolution..........................................................130
7.10 Change of Control....................................................130
7.11 Employee Benefit Plans...............................................130
7.12 Invalidity of Guarantor; Failure of Security.........................130
7.13 Activities of Holdings...............................................130
SECTION 8 AGENTS..........................................................132
8.1 Appointment..........................................................132
8.2 Powers; General Immunity.............................................133
8.3 Representations and Warranties; No Responsibility for Appraisal
of Creditworthiness..................................................134
8.4 Right to Indemnity...................................................135
8.5 Registered Persons Treated as Owners.................................135
8.6 Successor Agents and Domestic Overdraft Account Provider.............135
8.7 Intercreditor Agreement, Subsidiary Guaranty and Collateral
Documents; Release of Subsidiary Guaranty............................136
SECTION 9 COMPANY GUARANTY................................................136
9.1 Guaranty.............................................................136
9.2 Waivers..............................................................137
9.3 Payment..............................................................138
9.4 Waiver of Subrogation, Etc...........................................139
9.5 Termination..........................................................140
9.6 Security.............................................................140
SECTION 10 MISCELLANEOUS..................................................140
-iii-
{PAGE}
{CAPTION}
TABLE OF CONTENTS
(CONTINUED)
PAGE
{S} {C}
10.1 Representation of Lenders............................................140
10.2 Assignments and Participations in Loans, Notes and Letters of
Credit...............................................................140
10.3 Expenses.............................................................145
10.4 Indemnity............................................................146
10.5 Set Off..............................................................146
10.6 Ratable Sharing......................................................147
10.7 Amendments and Waivers...............................................147
10.8 Independence of Covenants............................................151
10.9 Change in Accounting Principles, Fiscal Year or Tax Laws.............151
10.10 Notices..............................................................151
10.11 Survival of Warranties and Certain Agreements........................152
10.12 Failure or Indulgence Not Waiver; Remedies Cumulative................152
10.13 Severability.........................................................152
10.14 Obligations Several; Independent Nature of Lenders' Rights...........152
10.15 Headings.............................................................152
10.16 Applicable Law.......................................................153
10.17 Successors and Assigns...............................................153
10.18 Consent to Jurisdiction and Service of Process.......................153
10.19 Waiver of Jury Trial.................................................154
10.20 Confidentiality......................................................154
10.21 Judgment Currency....................................................155
10.22 Additional Offshore Borrowers........................................155
10.23 Limitation on Offshore Borrower Obligations..........................156
10.24 Counterparts; Effectiveness..........................................156
{/TABLE}
-iv-
{PAGE}
v
{PAGE}
EXHIBITS
Exhibit I: Form of Notice of Borrowing
Exhibit II: Form of Notice of Request for Issuance of Letter of Credit
Exhibit III: Form of Notice of Conversion/Continuation
Exhibit IV: Form of Domestic Borrower Term Note
Exhibit V: Form of Domestic Borrower Revolving Note
Exhibit VI: Form of Offshore Loan Note
Exhibit VII: Form of Domestic Overdraft Agreement
Exhibit VIII: Form of Offshore Overdraft Agreement
Exhibit IX: Form of Compliance Certificate
Exhibit X: Form of Assignment and Acceptance
Exhibit XI: Form of Opinion of Latham & Watkins
Exhibit XII: Form of Opinion of O'Melveny & Myers LLP
Exhibit XIII: Form of Subsidiary Guaranty
Exhibit XIV: Form of Domestic Borrowers' Guaranty
Exhibit XV: Form of Pledge Agreement
Exhibit XVI: Form of Security Agreement
Exhibit XVII: Form of Intercreditor Agreement
Exhibit XVIII: Form of Borrowing Subsidiary Agreement
vi
{PAGE}
SCHEDULES
Schedule A: Amount of Lender's Term Loan Commitment to each Domestic Borrower
Original Amount of each Lender's Revolving Loan Commitment to
each Domestic Borrower
Original Amount of each Lender's UK Loan Commitment, each
Lender's Australian Loan Commitment, and each Lender's
Italian Loan Commitment
Initial Proportionate Percentages of the Domestic Borrowers
Schedule B: Existing Liens
Schedule D: Reporting Units
Schedule E: Existing Letters of Credit
Schedule G: Foreign Subsidiaries
Schedule 1.1A: Offshore Guarantors
Schedule 1.1B: Subsidiary Guarantors
Schedule 1(f)(iii): Copyrights
Schedule 4.1: Subsidiaries
Schedule 4.12B: Real Property Assets
Schedule 6.1: Permitted Indebtedness
Schedule 6.3: Existing Investments
Schedule 6.4: Contingent Obligations
vii
{PAGE}
OWENS-ILLINOIS GROUP, INC.
OWENS-BROCKWAY GLASS CONTAINER INC.
OI GENERAL FTS INC.
OI PLASTIC PRODUCTS FTS INC.
OI CLOSURE FTS INC.
UNITED GLASS LIMITED
UNITED GLASS GROUP LIMITED
OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED
ACI OPERATIONS PTY LIMITED
OI ITALIA S.R.L.
AZIENDE VETRARIE INDUSTRIALI RICCIARDI S.P.A.
SECURED CREDIT AGREEMENT
DATED AS OF APRIL 23, 2001
This SECURED CREDIT AGREEMENT is dated as of April 23, 2001 (this
"AGREEMENT"), and entered into by and among OWENS-ILLINOIS GROUP, INC., a
Delaware corporation ("COMPANY"), OWENS-BROCKWAY GLASS CONTAINER INC., a
Delaware corporation ("OWENS BROCKWAY"), OI GENERAL FTS INC., a Delaware
corporation ("O-I GENERAL FTS"), OI PLASTIC PRODUCTS FTS INC., a Delaware
corporation ("O-I PLASTIC"), O-I CLOSURE FTS INC., a Delaware corporation ("O-I
CLOSURE"), UNITED GLASS LIMITED, a corporation organized under the laws of
England and Wales ("UNITED GLASS"), UNITED GLASS GROUP LIMITED, a corporation
organized under the laws of England and Wales ("UNITED GLASS Group"),
OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED, a limited liability company organized
under the laws of Australia ("O-I AUSTRALIA"), ACI OPERATIONS PTY LIMITED, a
limited liability company organized under the laws of Australia ("ACI"), OI
ITALIA S.R.L., a limited liability company organized under the laws of Italy
("O-I ITALY"), AZIENDE VETRARIE INDUSTRIALI RICCIARDI S.P.A., a joint stock
company organized under the laws of Italy ("AVIR"), OWENS-ILLINOIS GENERAL,
INC., a Delaware corporation ("O-I GENERAL"), as Borrowers' Agent (in such
capacity "BORROWERS' AGENT"), THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually a "LENDER" and collectively, "LENDERS"), ABN AMRO BANK N.V.,
CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH, BANK ONE, NA, INDUSTRIAL BANK OF
JAPAN, LIMITED, KEYBANK NATIONAL ASSOCIATION, SOCIETE GENERALE and SUMITOMO
BANK, LTD., CHICAGO BRANCH, as Managing Agents for Lenders (each individually
referred to herein as a "MANAGING AGENT" and collectively as "MANAGING AGENTS"),
BARCLAYS BANK PLC and TORONTO DOMINION (TEXAS), INC., as Co-Agents for Lenders
(each individually referred to herein as a "CO-AGENT" and collectively as
"Co-Agents"), BNP PARIBAS and CREDIT INDUSTRIEL ET COMMERCIAL, as Lead Managers
for Lenders (each individually referred to herein as a "LEAD Manager" and
collectively as "LEAD MANAGERS"), DEUTSCHE BANC ALEX. BROWN and BANC OF AMERICA
SECURITIES, LLC, as "JOINT LEAD ARRANGERS" and "JOINT BOOK MANAGERS", THE BANK
OF NOVA SCOTIA ("SCOTIA CAPITAL") and BANC OF AMERICA SECURITIES, LLC, as
Co-Syndication Agents (each individually referred to herein as a "CO-
1
{PAGE}
SYNDICATION AGENT," collectively as "CO-SYNDICATION AGENTS"), DEUTSCHE BANK AG,
LONDON BRANCH, as UK Administrative Agent for the Lenders ("UK ADMINISTRATIVE
AGENT"), and BANKERS TRUST COMPANY ("BANKERS"), as Administrative Agent for
Lenders ("ADMINISTRATIVE AGENT"; together with Co-Syndication Agents and UK
Administrative Agent (and, for purposes of Sections 8 and 9 and the Collateral
Documents only, Collateral Agent), "Agents").
RECITALS
WHEREAS, pursuant to the Existing Credit Agreement, Existing Lenders
have certain aggregate revolving commitments of $4,500,000,000 to Holdings and
Offshore Borrowers terminating on December 31, 2001;
WHEREAS, Holdings, Company and Borrowers desire that Lenders replace
the revolving commitments under the Existing Credit Agreement with new senior
secured credit facilities available to Borrowers through March 31, 2004;
WHEREAS, Company and the Domestic Borrowers have issued certain
intercompany notes to Holdings and to Company and Packaging, respectively, and
Company and the Domestic Borrowers desire to effect a partial repayment of such
intercompany notes pursuant to borrowings hereunder, the proceeds of which
Holdings shall use to repay Indebtedness under the Existing Credit Agreement;
WHEREAS, in addition to such repayment of the Existing Credit
Agreement, the proceeds of such secured credit facilities will be used by
Borrowers (i) to pay certain fees and expenses associated with the Loans and the
related transactions described herein, (ii) to provide working capital for
Company and its Subsidiaries (including Borrowers), (iii) to provide for
commercial and standby letter of credit requirements, and (iv) to provide funds
for other general corporate purposes of Borrowers and their Subsidiaries;
WHEREAS, the Arrangers, on behalf of the Australian Offshore
Borrowers, and the Australian Offshore Borrowers have offered the Australian
Loans (to be issued as debentures in inscribed form and evidenced by the
Australian Loan Notes) to the Lenders, being persons carrying on a business of
providing finance, or investing or dealing in securities, in the course of
operating in financial markets, by inviting the offerees, through delivery of an
information memorandum and participation in subsequent conferences
correspondence and negotiations among the Arrangers, Agents, Lenders and
Borrowers, to subscribe for the Australian Loans and the Australian Loan Notes,
and the Lenders desire to accept the invitation of the Australian Offshore
Borrowers and to subscribe for and acquire the Australian Loans and the
Australian Loan Notes;
WHEREAS, Lenders have agreed to make Offshore Loans and other
extensions of credit available to Offshore Borrowers and Offshore Borrowers
(other than the Italian Offshore Borrowers) and certain of their Subsidiaries
have agreed to secure such Offshore Loans and other extensions of credit with
certain pledges of stock and other grants of collateral;
WHEREAS, Domestic Borrowers desire to secure all of their
Obligations hereunder, under the other Loan Documents and in respect of Other
Lender Guarantied Obligations by granting to Collateral Agent, on behalf of
Lenders and the holders of Other
2
{PAGE}
Lender Guarantied Obligations, a First Priority Lien on substantially all of
their respective real, personal and mixed property, including a pledge of all of
the Capital Stock of their Domestic Subsidiaries and 65% of the Capital Stock of
their first-tier Foreign Subsidiaries owned by Company or any Domestic
Subsidiary;
WHEREAS, Company and all of the wholly-owned Domestic Subsidiaries
of Company (other than the Harbor Capital Subsidiaries) have agreed to guarantee
the Obligations hereunder, under the other Loan Documents and the Other Lender
Guarantied Obligations and to secure their guaranties by granting to Collateral
Agent, on behalf of Lenders, a First Priority Lien on substantially all of their
real, personal and mixed property, including a pledge of all of the Capital
Stock of their Domestic Subsidiaries (other than the Harbor Capital
Subsidiaries) and 65% of the Capital Stock of their first-tier Foreign
Subsidiaries owned by Company or any Domestic Subsidiary; and
WHEREAS, Company and all of the wholly-owned Domestic Subsidiaries
of Company (other than the Harbor Capital Subsidiaries), each Australian
Wholly-Owned Subsidiary and English Wholly-Owned Subsidiary have agreed to
guarantee the Obligations of the Australian Offshore Borrowers and the UK
Offshore Borrowers, respectively, and have agreed to secure their guaranties by
granting to Collateral Agent, on behalf of Lenders, a First Priority Lien on
substantially all of their real, personal and mixed property and 35% of the
Capital Stock of their first-tier Foreign Subsidiaries owned by Company or any
Domestic Subsidiary not pledged to secure the Obligations of the Domestic
Borrowers.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Borrowers, Lenders, Arrangers and
Agents hereby agree as follows:
SECTION 1
DEFINITIONS
1.1 Certain Defined Terms
The following terms used in this Agreement shall have the following
meanings:
"ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Subsidiary of Company or
at the time it merges or consolidates with Company or any of its Subsidiaries or
assumed by Company or any of its Subsidiaries in connection with the acquisition
of assets from such Person, and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Subsidiary of Company or such acquisition, merger or consolidation.
"ACQUISITION" has the meaning assigned such term in subsection 6.3.
"ADDITIONAL MORTGAGED PROPERTY" has the meaning set forth in
subsection 5.10.
"ADDITIONAL MORTGAGE" has the meaning set forth in subsection 5.10A.
199634
|
ABN AMRO Bank
As referenced in this Secured Credit Agreement:
ABN AMRO BANK – RICCIARDI S.P.A.
OWENS-ILLINOIS GENERAL, INC.
AS BORROWERS' AGENT
THE LENDERS LISTED HEREIN,
ABN AMRO BANK N.V., CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH,
BANK ONE, NA, INDUSTRIAL BANK OF JAPAN,
ABN AMRO BANK – THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF
(each individually a "LENDER" and collectively, "LENDERS"), ABN AMRO BANK N.V.,
CIBC, INC., CREDIT LYONNAIS CHICAGO BRANCH, BANK ONE, NA, INDUSTRIAL BANK OF
JAPAN,
ABN AMRO BANK – IL 60602
Attn: David Visny
Tel: (312) 201-4112
Fax: (312) 201-4108
171
{PAGE}
ABN AMRO BANK N.V.,
individually and as a Managing Agent
By: /s/ Mary L. Honda
----------------------------------------
Name: Mary
ABN AMRO Bank – By: /s/ John L. Church
-----------------------------------------
Name: John L. Church
Title: Senior Vice President
Notice Address:
ABN AMRO Bank N.V.
135 South LaSalle Street
Suite 625
Chicago, IL 60603
Attention: Mary Honda
Tel: (
ABN AMRO Bank – Attention: Mary Honda
Tel: (312) 904-5220
Fax: (312) 606-8425
with a copy to:
ABN AMRO Bank N.V.
135 South LaSalle St., Suite 1500
Chicago, IL 60604-1003
Attention: Credit Administration
dt 45344
;
Citibank
As referenced in this Secured Credit Agreement:
CITIBANK, N.A. – ku, Tokyo 105-8574
Japan
Attention: Akira Kasahara
Tel: 3-5232-8780
Fax: 3-5232-8705
Email: Ahira_Kasahara@chuomitsui.co.jp
206
{PAGE}
CITIBANK, N.A.
By: /s/ John Dorans
--------------------------------
Name: John Dorans
Title: Vice President
Notice Address:
Citibank, N.A.
599 Lexington Avenue, 21st Floor
New York,
_____________
Citibank, N.A. – 8705
Email: Ahira_Kasahara@chuomitsui.co.jp
206
{PAGE}
CITIBANK, N.A.
By: /s/ John Dorans
--------------------------------
Name: John Dorans
Title: Vice President
Notice Address:
Citibank, N.A.
599 Lexington Avenue, 21st Floor
New York, New York 10022
Attention: John Dorans
Tel: (212) 559-8245
Fax: (212) 793-9470
207
{
_____________
dt 146294
;
CCR-B
As referenced in this Secured Credit Agreement:
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, – Company
50 S. LaSalle Street, 11th Floor
Chicago, Illinois 60675
Attention: Stephen Bowman
Tel: (312) 444-7946
Fax: (312) 630-6062
235
{PAGE}
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK, B.A.,
"RABOBANK NEDERLAND" NEW YORK BRANCH
By: /s/ Thomas A. Levason
----------------------------------------
Name: Thomas A. Levason
Title: Vice President
By: /s/ W.
_____________
dt 225424
;
|
McGraw-Hill Companies
As referenced in this Secured Credit Agreement:
McGraw-Hill Companies, Inc – may be amended,
supplemented or otherwise modified from time to time.
"S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc .
"SAME DAY FUNDS" means immediately available funds.
"SECURITY AGREEMENT" means, the Security Agreement to be executed
and delivered by Company, Domestic Borrowers
_____________
dt 311192
;
Owens-Illinois
As referenced in this Secured Credit Agreement:
owens-illinois – TEXT}
{PAGE}
Exhibit 4.1
SECURED CREDIT AGREEMENT
DATED AS OF APRIL 23, 2001
AMONG
OWENS-ILLINOIS GROUP, INC.,
OWENS-BROCKWAY GLASS CONTAINER INC., OI GENERAL FTS INC., OI
PLASTIC PRODUCTS
owens-illinois – PLASTIC PRODUCTS FTS INC., OI CLOSURE FTS INC., UNITED GLASS LIMITED,
UNITED GLASS GROUP LIMITED, OWENS-ILLINOIS (AUSTRALIA) PTY
LIMITED, ACI OPERATIONS PTY LIMITED, OI ITALIA S.R.L., AND AZIENDE
owens-illinois – PTY LIMITED, OI ITALIA S.R.L., AND AZIENDE
VETRARIE INDUSTRIALI RICCIARDI S.P.A.
OWENS-ILLINOIS GENERAL, INC.
AS BORROWERS' AGENT
THE LENDERS LISTED HEREIN,
ABN AMRO BANK N.V.,
owens-illinois – 1: Permitted Indebtedness
Schedule 6.3: Existing Investments
Schedule 6.4: Contingent Obligations
vii
{PAGE}
OWENS-ILLINOIS GROUP, INC.
OWENS-BROCKWAY GLASS CONTAINER INC.
OI GENERAL FTS INC.
OI PLASTIC PRODUCTS
owens-illinois – PLASTIC PRODUCTS FTS INC.
OI CLOSURE FTS INC.
UNITED GLASS LIMITED
UNITED GLASS GROUP LIMITED
OWENS-ILLINOIS (AUSTRALIA) PTY LIMITED
ACI OPERATIONS PTY LIMITED
OI ITALIA S.R.L.
AZIENDE VETRARIE
dt 4157
;
More... |
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Subscribers | 2001 |
Secured Credit Agreement [Amended and Restated]
Secured Credit Agreement [Amended and Restated] (289K)
Doc #372693: Click preview link for longer preview.
Amended and Restated Secured Credit Agreement
among
Maverick Tube Corporation
and
Harris Trust And Savings Bank
as Agent
and
the Banks from time to time parties hereto
Dated as of December 28, 2000
Table of Contents
Maverick Tube Corporation
Amended and Restated Secured Credit Agreement
Section 1. The Credits.....................................1
Section 1.1. The Revolving Credit 1
Section 1.2. The Revolving Notes 3
Section 1.3. Interest Rates 4
Section 1.4. Letter of Credit 6
Section 1.5. Reimbursement Obligations 7
Section 1.6. Manner of Borrowing and Rate Selection 8
Section 1.7. Participation in the L/Cs 9
Section 1.8. The Collateral and Guarantees 9
Section 2. Fees, Prepayments and Terminations.............11
Section 2.1. Commitment Fees 11
Section 2.2. Other Fees 11
Section 2.3. Optional Prepayments 11
Section 2.4. Mandatory Prepayments-Borrowing Base 12
Section 2.5. Terminations 12
Section 2.6. Capital Adequacy 12
Section 3. Place and Application of Payments..............12
Section 4. Definitions....................................13
Section 4.1. Certain Terms Defined. 13
Section 4.2. Interpretation 24
Section 4.3. Change in Accounting Principles 24
Section 5. Representations and Warranties.................24
Section 5.1. Organization and Qualification 24
Section 5.2. Financial Reports 24
Section 5.3. Litigation; Tax Returns; Approvals 25
Section 5.4. Regulation U 25
Section 5.5. No Default 25
Section 5.6. ERISA 25
Section 5.7. Environmental Law 25
Section 5.8. Security Interests 26
Section 5.9. Subsidiaries 26
Section 5.10. Accurate Information 26
Section 5.11. Enforceability 27
Section 5.12 Trademarks, Franchises, and Licenses 27
Section 5.13. Governmental Authority and Licensing 27
Section 5.14. Good Title 27
Section 5.15. Affiliate Transactions 27
Section 5.16. Investment Company;
Public Utility Holding Company 27
Section 5.17. Other Agreements 28
Section 5.18. Solvency 28
Section 6. Conditions Precedent...........................28
Section 6.1. General 28
Section 6.2. Initial Extension of Credit 28
Section 6.3. Each Extension of Credit 30
Section 6.4. Legal Matters 30
Section 7. Covenants......................................30
Section 7.1. Maintenance of Property and Business 30
Section 7.2. Taxes 30
Section 7.3. Maintenance of Insurance 31
Section 7.4. Financial Reports 31
Section 7.5. Inspection 32
Section 7.6. Consolidation and Merger 32
Section 7.7. Transactions with Affiliates 33
Section 7.8. Maximum Total Funded Debt Ratios 33
Section 7.9. Minimum Adjusted EBITDA 33
Section 7.10. Minimum Consolidated Tangible Net Worth 33
Section 7.11. Maximum Leverage Ratio 33
Section 7.12. Minimum Interest Coverage Ratio 33
Section 7.13. Restricted Payments 33
Section 7.14. Liens 34
Section 7.15. Borrowings and Guaranties 35
Section 7.16. Investments, Loans, Advances and
Acquisitions 35
Section 7.17. Sale of Property 37
Section 7.18. Notice of Suit or Adverse Change
in Business or Default 37
Section 7.19. ERISA 38
Section 7.20. Supplemental Performance 38
Section 7.21. Use of Proceeds 38
Section 7.22. Compliance with Laws, etc 38
Section 7.23. Environmental Covenant 38
Section 7.24. Subsidiaries. 39
Section 7.25. No Changes in Fiscal Year 39
Section 7.26. Operating Leases 39
Section 7.27. Change in the Nature of Business 39
Section 7.28. Prudential Line of Credit 40
Section 8. Events of Default and Remedies.................40
Section 8.1. Definitions 40
Section 8.2. Remedies for Non-Bankruptcy Defaults 41
Section 8.3. Remedies for Bankruptcy Defaults 41
Section 8.4. L/Cs 42
Section 8.5. Expenses 42
Section 9. Change in Circumstances Regarding
Eurodollar Loans............................42
Section 9.1. Change of Law 42
Section 9.2. Unavailability of Deposits or Inability
to Ascertain the Adjusted Eurodollar
Rate 42
Section 9.3. Taxes and Increased Costs 42
Section 9.4. Funding Indemnity 43
Section 9.5. Lending Branch 44
Section 9.6. Discretion of Bank as to Manner
of Funding 44
Section 10. The Agent......................................44
Section 10.1. Appointment and Powers 44
Section 10.2. Powers 44
Section 10.3. General Immunity 44
Section 10.4. No Responsibility for Loans,
Recitals, etc 44
Section 10.5. Right to Indemnity 44
Section 10.6. Action Upon Instructions of Banks 45
Section 10.7. Employment of Agents and Counsel 45
Section 10.8. Reliance on Documents; Counsel 45
Section 10.9. May Treat Payee as Owner 45
Section 10.10. Agent's Reimbursement 45
Section 10.11. Rights as a Lender 45
Section 10.12. Bank Credit Decision 45
Section 10.13. Resignation of Agent 45
Section 10.14. Duration of Agency 46
Section 10.15. Letter of Credit Issuer 46
Section 10.16. Hedging Arrangements 46
Section 11. Miscellaneous..................................46
Section 11.1. Amendments and Waivers 46
Section 11.2. Waiver of Rights 47
Section 11.3. Several Obligations 47
Section 11.4. Non-Business Day 47
Section 11.5. Survival of Indemnities 47
Section 11.6. Documentary Taxes 47
Section 11.7. Representations 47
Section 11.8. Notices 48
Section 11.9. Costs and Expenses 48
Section 11.10. Counterparts 49
Section 11.11. Successors and Assigns; Governing
Law; Entire Agreement 49
Section 11.12. Banks' Obligations Several 49
Section 11.13. Severability 49
Section 11.14. Table of Contents and Headings 49
Section 11.15. Sharing of Payments 49
Section 11.16. Conflict Among Documents 49
Section 11.17. Confidentiality 50
Section 11.18. Participants 50
Section 11.19. Assignment Agreements and Register 50
Section 11.20. Excess Interest 51
Section 11.21. Construction 52
Section 11.22. Withholding Taxes 52
(a) U.S. Withholding Tax Exemptions 52
(b) Inability of Bank to Submit Forms 52
(c) Payment of Additional Amounts 52
Section 11.23. Submission to Jurisdiction; Waiver
of Jury Trial 53
Maverick Tube Corporation
Amended and Restated Secured Credit Agreement
Harris Trust and Savings Bank
Chicago, Illinois
The lenders from time to time parties hereto
Ladies and Gentlemen:
The undersigned, Maverick Tube Corporation, a Delaware corporation (the
"Borrower"), refers to the Secured Credit Agreement dated as of September 18,
1998, as amended and currently in effect among the Borrower and certain lenders
party thereto (such Secured Credit Agreement as so amended is referred to as the
"Previous Credit Agreement") pursuant to which such lenders agreed to make a
revolving credit available to the Borrower, all as more fully set forth therein.
372693
|
BofA
As referenced in this Secured Credit Agreement [Amended and Restated]:
Bank of America, N.A. – Revolving
Credit Commitments" and individually, a "Revolving Credit Commitment"):
Harris Trust and Savings Bank $30,000,000.00 37.50%
Firstar Bank, N.A. $25,000,000.00 31.25%
Bank of America, N.A. $25,000,000.00 31.25%
Total $80,000,000.00 100%
(c) Loans under the Revolving Credit may be Eurodollar Loans or Domestic Rate
Loans. All Loans under
_____________
Bank of America, N.A. – Vice President
Address: 111 West Monroe Street
Chicago, Illinois 60690
Attention: Emerging Majors West
Firstar Bank, N.A.
By /s/ David Higbee
Its Vice President
Address: ___________________
___________________
Attention: ___________________
Bank of America, N.A.
By /s/ Mike Murphy
Its Vice President
Address: ___________________
___________________
Attention: ___________________
Exhibit A
Maverick Tube Corporation
Secured
Revolving Credit Note
December 28, 2000
For Value Received, the undersigned,
_____________
dt 1553963
;
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Royal Bank
As referenced in this Secured Credit Agreement [Amended and Restated]:
Royal Bank of Canada – and approved as to form and
substance copies certified by the Borrower of all of the instruments
and documents applicable to the line of credit currently available to
Prudential by Royal Bank of Canada and any other line of credit
available to Prudential on the date hereof;
(g) the Agent shall have received evidence satisfactory to it that
Adjusted EBITDA for the four
_____________
Royal Bank of Canada – Guaranty or any part
thereof, or the Subsidiary Guaranty or any part thereof shall for any
reason not be the legal, valid and binding obligation of any Guarantor
Subsidiary;
(k) Royal Bank of Canada or any other applicable lender shall for any
reason suspend, terminate, cancel or otherwise cease to maintain in
full force and effect its unsecured demand line of credit to
Prudential
_____________
Royal Bank
of Canada – June 2000 $250,000 Pickle House in
Economic Development EZ-BDF Term Loan Pennsylvania
Exhibit K
7.24. Special Restrictions
Under the Credit Facility Agreement dated December 27, 2000 between Royal Bank
of Canada and Prudential, Prudential is prohibited form declaring or paying
dividends to any entity, including the Borrower, if such payment would reduce
consolidated shareholders equity of Prudential to below Canadian $145,
_____________
dt 1454285
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| Preview
Subscribers | 2001 |
Secured Credit Agreement
Secured Credit Agreement (123K)
Doc #504514: Click preview link for longer preview.
SECURED CREDIT AGREEMENT
BY AND BETWEEN
CYCLE COUNTRY ACCESSORIES CORP.
A NEVADA CORPORATION
CYCLE COUNTRY ACCESSORIES CORPORATION
AN IOWA CORPORATION
AS BORROWERS
AND
BANK MIDWEST, MINNESOTA IOWA, N.A.
AS LENDER
DATED AS OF AUGUST 21, . . .
504514
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Cycle Country
As referenced in this Secured Credit Agreement:
CYCLE COUNTRY ACCESSORIES CORP. – {DOCUMENT}
{TYPE}EX-7
{SEQUENCE}9
{FILENAME}creditagt.txt
{DESCRIPTION}EXHIBIT 10.2 SECURED CREDIT AGREEMENT
{TEXT}
$5,000,000
SECURED CREDIT AGREEMENT
BY AND BETWEEN
CYCLE COUNTRY ACCESSORIES CORP.
A NEVADA CORPORATION
CYCLE COUNTRY ACCESSORIES CORPORATION
AN IOWA CORPORATION
AS BORROWERS
AND
BANK MIDWEST, MINNESOTA IOWA, N.A.
AS LENDER
DATED AS OF AUGUST 21, 2001
{PAGE} 1
_____________
Cycle Country Accessories Corp. – AGREEMENT
THIS SECURED CREDIT AGREEMENT (the "Agreement") is made and
entered into as of August 21, 2001 by and among Cycle Country
Accessories Corporation, an Iowa corporation ("Cycle Country Iowa"),
Cycle Country Accessories Corp. , a Nevada corporation ("Cycle Country
Nevada") and Bank Midwest, Minnesota Iowa, N.A., a national banking
association ("Lender"). Cycle Country Iowa and Cycle Country Nevada
shall be referred to
_____________
Cycle Country Accessories Corp. – forth above.
Cycle Country Accessories Corporation Bank Midwest, Minnesota Iowa, N.A.
By: /s/ Ronald C. Hickman By: /s/ Curt Johnson
---------------------------------- ------------------------------
Ronald C. Hickman, President Curt Johnson, Sr. Vice President
Cycle Country Accessories Corp.
By: /s/ Ronald C. Hickman
----------------------------------
Ronald C. Hickman, President
38
{PAGE} 42
-
{/TEXT}
{/DOCUMENT}
_____________
dt 1430741
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| Preview
Subscribers | 2000 |
Secured Credit Agreement [Amendment No. 5]
Secured Credit Agreement [Amendment No. 5] (10K)
Doc #372735: Click preview link for longer preview.
MAVERICK TUBE CORPORATION
FIFTH AMENDMENT TO SECURED CREDIT AGREEMENT
Harris Trust and Savings Bank
Chicago, Illinois
Mercantile Bank National Association
St. Louis, Missouri
Ladies and Gentlemen:
Reference is hereby made to that certain Secured Credit Agreement dated
as of September 18, 1998 (as heretofore amended the "Credit Agreement") among
the undersigned, Maverick Tube Corporation, a Delaware corporation (the
"Borrower"), you (the "Banks") and Harris Trust and Savings Bank, as agent for
the Banks (the "Agent"). All defined terms used herein shall have the same
meaning as in the Credit Agreement unless otherwise defined herein.
The Borrower, the Agent and the Banks wish to amend the Credit Agreement
and to modify certain other terms and conditions of the Credit Agreement, all on
the terms and conditions set forth in this Amendment.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT.
Upon satisfaction of all of the conditions precedent set forth in
Section 2 hereof, the Credit Agreement shall be amended as follows:
1.1. The second paragraph of Section 1.1(a) of the Credit Agreement
is hereby amended in its entirety and as so amended shall be restated to
read as follows:
(b) The Revolving Credit shall consist of a base revolving credit
(the "Base Credit") in an aggregate principal amount at any one
time outstanding of up to $50,000,000, which shall be available
at all times during the term of this Agreement and an excess
revolving credit (the "Excess Credit") in an aggregate principal
amount at any one time outstanding of up to $10,000,000, which
shall be available only during the period commencing on June 26,
2000 to and including September 30, 2000 (the "Excess Credit
Availability Period").
The respective maximum aggregate principal amounts of the Base Credit at
any one time outstanding and the percentage of the Base Credit available
at any time which each Bank by its acceptance hereof severally agrees to
make available to the Company is as follows (collectively, the "Base
Revolving Credit Commitments" and individually, a "Base Revolving Credit
Commitment"):
Harris Trust and Savings Bank $25,000,000.00
Mercantile Bank National
Association $25,000,000.00
Total $50,000,000.00
The respective maximum aggregate principal amounts of the Excess Credit at any
one time outstanding and the percentage of the Excess Credit available at any
time which each Bank by its acceptance hereof severally agrees to make available
to the Company are as follows (collectively, the "Excess Revolving Credit
Commitments" and individually, an "Excess Revolving Credit Commitment"):
Harris Trust and Savings Bank $10,000,000.00
Mercantile Bank National
Association $ 0.00
Total $10,000,000.00
Each Bank's Revolving Credit Commitment and Excess Revolving Credit Commitment
during any period are hereinafter referred to collectively as the "Revolving
Credit Commitment" for such Bank during such period and the Base Revolving
372735
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