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Senior Secured Credit Agreement
Senior Secured Credit Agreement (269K)
Doc #3280816: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC.
As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER
and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
DEFINITIONS, RULES OF INTERPRETATION, ETC.
1
1.1.
Definitions
1
1.2.
Rules of Interpretation
16
1.3.
Accounting Principles
17
2.
THE TERM LOAN FACILITY
18
2.1.
Loan Commitment. . . .
3280816
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Borders
As referenced in this Senior Secured Credit Agreement:
BORDERS GROUP, INC. –
Exhibit 99.1
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC.
As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER
and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
_____________
BORDERS GROUP, INC. – Liens
Schedule 8.3
Existing Investments
-vi-
SENIOR SECURED CREDIT AGREEMENT
This SENIOR SECURED CREDIT AGREEMENT (this ?Credit Agreement?) is made as of April 9, 2008, by and among (a) BORDERS GROUP, INC. (the ?Borrower?), a Michigan corporation, (b) BORDERS, INC., a Colorado corporation (?Borders?), WALDEN BOOK COMPANY, INC., a Colorado corporation (?Walden?), BGP (UK) LIMITED, a company with limited liability organized _____________
BORDERS GROUP, INC. – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-82-
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth above.
BORDERS GROUP, INC.
By:
/s/ Edward W. Wilhelm
Name:
Edward W. Wilhelm
Title:
Senior Vice President, Finance and Chief Financial Officer
-83-
PERSHING SQUARE CREDIT PARTNERS LLC
By:
PERSHING SQUARE CAPITAL MANAGEMENT, _____________
dt 1871098
;
|
Borders
As referenced in this Senior Secured Credit Agreement:
BORDERS GROUP, INC. –
Exhibit 99.1
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC.
As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER
and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
_____________
BORDERS GROUP, INC. – Liens
Schedule 8.3
Existing Investments
-vi-
SENIOR SECURED CREDIT AGREEMENT
This SENIOR SECURED CREDIT AGREEMENT (this ?Credit Agreement?) is made as of April 9, 2008, by and among (a) BORDERS GROUP, INC. (the ?Borrower?), a Michigan corporation, (b) BORDERS, INC., a Colorado corporation (?Borders?), WALDEN BOOK COMPANY, INC., a Colorado corporation (?Walden?), BGP (UK) LIMITED, a company with limited liability organized _____________
BORDERS GROUP, INC. – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-82-
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth above.
BORDERS GROUP, INC.
By:
/s/ Edward W. Wilhelm
Name:
Edward W. Wilhelm
Title:
Senior Vice President, Finance and Chief Financial Officer
-83-
PERSHING SQUARE CREDIT PARTNERS LLC
By:
PERSHING SQUARE CAPITAL MANAGEMENT, _____________
dt 1871103
|
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Subscribers | 2008 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (272K)
Doc #3280824: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC. As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P. As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
DEFINITIONS, RULES OF INTERPRETATION, ETC.
1
1.1.
Definitions
1
1.2.
. . .
3280824
|
Borders
As referenced in this Senior Secured Credit Agreement:
BORDERS GROUP, INC. – exv10w1
Exhibit 10.1
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC.
As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER
and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
_____________
BORDERS GROUP, INC. – Liens
Schedule 8.3
Existing Investments
-vi-
SENIOR SECURED CREDIT AGREEMENT
This SENIOR SECURED CREDIT AGREEMENT (this ?Credit Agreement?) is made as of April 9, 2008, by and among (a) BORDERS GROUP, INC. (the ?Borrower?), a Michigan corporation, (b) BORDERS, INC., a Colorado corporation (?Borders?), WALDEN BOOK COMPANY, INC., a Colorado corporation (?Walden?), BGP (UK) LIMITED, a company with limited liability organized _____________
BORDERS GROUP, INC. – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-82-
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth above.
BORDERS GROUP, INC.
By:
/s/ Edward W. Wilhelm
Name:
Edward W. Wilhelm
Title:
Senior Vice President, Finance and Chief Financial Officer
-83-
PERSHING SQUARE CREDIT PARTNERS LLC
By:
PERSHING SQUARE CAPITAL
MANAGEMENT, _____________
dt 1871100
;
|
Borders
As referenced in this Senior Secured Credit Agreement:
BORDERS GROUP, INC. – exv10w1
Exhibit 10.1
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 9, 2008
among
BORDERS GROUP, INC.
As Borrower
THE GUARANTORS LISTED HEREUNDER
and
THE LENDERS LISTED HEREUNDER
and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.
As Administrative Agent
and
As Collateral Agent
TABLE OF CONTENTS
1.
_____________
BORDERS GROUP, INC. – Liens
Schedule 8.3
Existing Investments
-vi-
SENIOR SECURED CREDIT AGREEMENT
This SENIOR SECURED CREDIT AGREEMENT (this ?Credit Agreement?) is made as of April 9, 2008, by and among (a) BORDERS GROUP, INC. (the ?Borrower?), a Michigan corporation, (b) BORDERS, INC., a Colorado corporation (?Borders?), WALDEN BOOK COMPANY, INC., a Colorado corporation (?Walden?), BGP (UK) LIMITED, a company with limited liability organized _____________
BORDERS GROUP, INC. – REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-82-
IN WITNESS WHEREOF, the undersigned have duly executed this Credit Agreement as a sealed instrument as of the date first set forth above.
BORDERS GROUP, INC.
By:
/s/ Edward W. Wilhelm
Name:
Edward W. Wilhelm
Title:
Senior Vice President, Finance and Chief Financial Officer
-83-
PERSHING SQUARE CREDIT PARTNERS LLC
By:
PERSHING SQUARE CAPITAL
MANAGEMENT, _____________
dt 1871105
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (358K)
Doc #2754236: Click preview link for longer preview.
U.S. $125,000,000
SENIOR SECURED CREDIT AGREEMENT
Dated as of March 9, 2007
Among
INTERSTATE OPERATING COMPANY, LP,
as the Borrower,
LEHMAN COMMERCIAL PAPER INC.,
as the Administrative Agent,
LEHMAN BROTHERS INC.
as Sole Lead Arranger and Sole Book Runner,
SOCI?T? G?N?RALE,
as the Syndication Agent,
CALYON NEW YORK BRANCH AND
MERRILL LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services, Inc.
as Co-Documentation Agents,
and
VARIOUS LENDERS
2754236
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BNY
As referenced in this Senior Secured Credit Agreement:
Bank of New York, – System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next 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
12
quotations for any such day on such transactions _____________
dt 1727257
;
|
LCPI
As referenced in this Senior Secured Credit Agreement:
LEHMAN COMMERCIAL PAPER INC – htm EX-10.17
Exhibit 10.17
U.S. $125,000,000
SENIOR SECURED CREDIT AGREEMENT
Dated as of March 9, 2007
Among
INTERSTATE OPERATING COMPANY, LP,
as the Borrower,
LEHMAN COMMERCIAL PAPER INC .,
as the Administrative Agent,
LEHMAN BROTHERS INC.
as Sole Lead Arranger and Sole Book Runner,
SOCIT GNRALE,
as the Syndication Agent,
CALYON NEW YORK BRANCH AND
MERRILL LYNCH CAPITAL,
_____________
LEHMAN COMMERCIAL PAPER INC – vi
SENIOR SECURED CREDIT AGREEMENT
THIS SENIOR SECURED CREDIT AGREEMENT (this Agreement), dated as of March 9, 2007, is among INTERSTATE OPERATING COMPANY, LP, a Delaware limited partnership (the Borrower), LEHMAN COMMERCIAL PAPER INC . (the Administrative Agent); LEHMAN BROTHERS INC., as Sole Lead Arranger and Sole Book Runner (the Arranger); SOCIT GNRALE, as Syndication Agent (the Syndication Agent), CALYON NEW YORK BRANCH and _____________
Lehman Commercial Paper Inc – has the meaning set forth in Section 2.14(a).
Adjustment Report means a certificate of the Borrower in substantially the form of the attached Exhibit B.
Administrative Agent means Lehman Commercial Paper Inc . in its capacity as Administrative Agent for the Lenders pursuant to Article IX and any successor Administrative Agent appointed pursuant to Section 9.09.
Advance means a Revolving Advance _____________
LEHMAN COMMERCIAL PAPER INC – Interstate Hotels & Resorts, Inc., its general partner
By:
/s/ Christopher L. Bennett
Name:
Christopher L. Bennett
Title:
Executive VP & General Counsel
SIGNATURE PAGE OF
SENIOR SECURED CREDIT AGREEMENT
LEHMAN COMMERCIAL PAPER INC ., as a Lender and as Administrative Agent
By:
/s/ Francis X. Gilhool
Name:
Francis X. Gilhool
Title:
Authorized Signatory
LEHMAN BROTHERS INC., as Sole Lead Arranger and Sole Book _____________
dt 1717210
;
Weil Gotshal
As referenced in this Senior Secured Credit Agreement:
Weil, Gotshal – and amendment of this Agreement, the Notes and the other Credit Documents and syndication of the Obligations including, without limitation, (a) the reasonable fees and out-of-pocket expenses of Weil, Gotshal & Manges, L.L.P., counsel for the Administrative Agent, and (b) all reasonable out-of-pocket costs and expenses, if any, of the Administrative Agent, Issuing Bank, and _____________
dt 1709467
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (391K)
Doc #2796331: Click preview link for longer preview.
EXECUTION VERSION
SENIOR SECURED CREDIT AGREEMENT
by and among
PRIMUS TELECOMMUNICATIONS CANADA INC.,
as Borrower,
and
3082833 NOVA SCOTIA COMPANY,
as an Obligor,
and
the LENDERS party hereto from time to time,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent and Collateral Agent.
Dated as of March 27, 2007
TABLE OF CONTENTS
Page
SENIOR SECURED CREDIT AGREEMENT
1
RECITALS
1
ARTICLE I
DEFINITIONS; CERTAIN . . .
2796331
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BNY
As referenced in this Senior Secured Credit Agreement:
Bank of New York, – System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next 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 for such day on such transactions received by _____________
dt 1727566
;
|
Wachovia Bank
As referenced in this Senior Secured Credit Agreement:
Wachovia Bank, N.A. – to such term in Section 13.18.
Indentures shall mean the Lehman Loan, the Indenture dated as of January 16, 2004, between Primus Telecommunications Holding, Inc., the Ultimate Parent and Wachovia Bank, N.A. and the Indenture dated as of February 26, 2007, between Primus Telecommunications IHC, Inc. and U.S. Bank, N.A. (collectively, the Closing Date Indentures) and, in each case, _____________
dt 1717950
|
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (405K)
Doc #2945266: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of July 12, 2007
among
QUANTUM CORPORATION,
as the Borrower,
CREDIT SUISSE,
as Administrative Agent, Swing Line Lender and
an L/C Issuer,
The Other Lenders Parties Hereto
and
CREDIT SUISSE,
as Collateral Agent
CREDIT SUISSE SECURITIES (USA) LLC,
as Sole Bookrunner and Sole Lead Arranger
and
SILVER POINT FINANCE, L.L.C.,
as Syndication Agent
TABLE OF CONTENTS
Section
Page
ARTICLE I
. . .
2945266
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (405K)
Doc #2970059: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of July 12, 2007
among
QUANTUM CORPORATION,
as the Borrower,
CREDIT SUISSE,
as Administrative Agent, Swing Line Lender and
an L/C Issuer,
The Other Lenders Parties Hereto
and
CREDIT SUISSE,
as Collateral Agent
CREDIT SUISSE SECURITIES (USA) LLC,
as Sole Bookrunner and Sole Lead Arranger
and
SILVER POINT FINANCE, L.L.C.,
as Syndication Agent
TABLE OF CONTENTS
Section
Page
ARTICLE I
. . .
2970059
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Subscribers | 2007 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (561K)
Doc #2996649: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of August 20, 2007
Among
EXTERRAN HOLDINGS, INC.,
as US Borrower and Canadian Guarantor,
EXTERRAN CANADA, LIMITED PARTNERSHIP,
as Canadian Borrower,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent,
WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
as Canadian Administrative Agent,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH AND
FORTIS CAPITAL CORP.,
as Documentation Agents,
AND
THE LENDERS SIGNATORY HERETO
Arranged by:
WACHOVIA CAPITAL MARKETS, LLC AND J. . . .
2996649
| | |
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Subscribers | 2007 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (561K)
Doc #3003674: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of August 20, 2007
Among
EXTERRAN HOLDINGS, INC.,
as US Borrower and Canadian Guarantor,
EXTERRAN CANADA, LIMITED PARTNERSHIP,
as Canadian Borrower,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as US Administrative Agent,
WACHOVIA CAPITAL FINANCE CORPORATION (CANADA),
as Canadian Administrative Agent,
JPMORGAN CHASE BANK, N.A.,
as Syndication Agent,
BANK OF AMERICA, N.A., CALYON NEW YORK BRANCH AND
FORTIS CAPITAL CORP.,
as Documentation Agents,
AND
THE LENDERS SIGNATORY HERETO
Arranged by:
WACHOVIA CAPITAL MARKETS, LLC AND J. . . .
3003674
| | |
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (16K)
Doc #3030855: Click preview link for longer preview.
AMENDMENT AND SUPPLEMENT NO. 1 TO
SENIOR SECURED CREDIT AGREEMENT
THIS AMENDMENT AND SUPPLEMENT NO. 1 TO SENIOR SECURED CREDIT AGREEMENT (this �Amendment�) is made as of September 21, 2007, by and among (1) GENCO SHIPPING & TRADING LIMITED, a corporation organized and existing under the laws of the Republic of Marshall Islands (the �Borrower�), (2) the banks and financial institutions acceptable to the Borrower and Mandated Lead Arranger (as defined below) as are signatories hereto, as lenders (the �Lenders�), and (3) DnB NOR BANK ASA, acting through its New York . . .
3030855
| | |
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (16K)
Doc #3115451: Click preview link for longer preview.
AMENDMENT AND SUPPLEMENT NO. 1 TO
SENIOR SECURED CREDIT AGREEMENT
THIS AMENDMENT AND SUPPLEMENT NO. 1 TO SENIOR SECURED CREDIT AGREEMENT (this �Amendment�) is made as of September 21, 2007, by and among (1) GENCO SHIPPING & TRADING LIMITED, a corporation organized and existing under the laws of the Republic of Marshall Islands (the �Borrower�), (2) the banks and financial institutions acceptable to the Borrower and Mandated Lead Arranger (as defined below) as are signatories hereto, as lenders (the �Lenders�), and (3) DnB NOR BANK ASA, acting through its New York . . .
3115451
| | |
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Subscribers | 2007 |
Salton, Inc.
Salton, Inc. (283K)
Doc #3138993: Click preview link for longer preview.
Execution Version
REIMBURSEMENT AND SENIOR SECURED CREDIT AGREEMENT Dated as of October 1, 2007 Among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. And HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. As The Lenders, And HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, As The Agent And SALTON, INC. As The Parent And As The Administrative Borrower And Each Of Its Subsidiaries That Are Signatories Hereto As The Borrowers And Each Of Its Other Subsidiaries That Are Signatories Hereto As The Guarantors
3138993
|
Salton
As referenced in this Salton, Inc.:
SALTON, INC – CAPITAL PARTNERS MASTER FUND I, LTD.
And
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
As The Lenders,
And
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD,
As The Agent
And
SALTON, INC .
As The Parent And As The Administrative Borrower
And
Each Of Its Subsidiaries That Are Signatories Hereto
As The Borrowers
And
Each Of Its Other Subsidiaries That Are Signatories _____________
SALTON, INC – L.P. (each individually as a ?Lender? and collectively as the ?Lenders?), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, as administrative agent and collateral agent for the Lenders (the ?Agent?), SALTON, INC ., a Delaware corporation, with offices at 1955 Field Court, Lake Forest, Illinois 60045 (the ?Parent?), each of the Parent?s Subsidiaries identified on the signature pages hereof as Borrowers _____________
Salton, Inc – 7.13 (c); and except as so permitted and notwithstanding, anything to the contrary in the Loan Documents, Salton Hong Kong, Ltd. shall have no Liens on any asset of Salton, Inc . or any of its Subsidiaries;
7.32. Post-Closing Deliveries. Foreign Pledge Agreements.
(i) on or before October 30, 2007, Foreign Pledge Agreements pledging as Collateral 100% of the _____________
Salton, Inc – similar to those delivered to the First Lien Agent and the First Lien Co-Agent pledging as Collateral 100% of the issued and outstanding equity of any other Subsidiary of Salton, Inc . as specified in such request.
Notwithstanding the foregoing, any interests pledged to the Agent and/or the Lenders pursuant to such Foreign Pledge Agreements shall be subject to the _____________
Salton, Inc – the Americas
New York, New York 10019-6064
Attention: Eric Goodison, Esq.
Telecopy No.: (212) 757-3990
Email: egoodison@paulweiss.com
If to the Borrower Parties, or any of them:
Salton, Inc .
1955 Field Court
Lake Forest, Illinois 60045
Attention: William Lutz
Telecopy No.: (847) 803-4641
Email: blutz@saltonusa.com
with a copy to:
Sonnenschein Nath & Rosenthal LLP
8000 _____________
dt 1842498
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Subscribers | 2007 |
Salton, Inc.
Salton, Inc. (283K)
Doc #3139008: Click preview link for longer preview.
Execution Version
REIMBURSEMENT AND SENIOR SECURED CREDIT AGREEMENT Dated as of October 1, 2007 Among HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. And HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. As The Lenders, And HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, As The Agent And SALTON, INC. As The Parent And As The Administrative Borrower And Each Of Its Subsidiaries That Are Signatories Hereto As The Borrowers And Each Of Its Other Subsidiaries That Are Signatories Hereto As The Guarantors
3139008
|
Salton
As referenced in this Salton, Inc.:
SALTON, INC – CAPITAL PARTNERS MASTER FUND I, LTD.
And
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
As The Lenders,
And
HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD,
As The Agent
And
SALTON, INC .
As The Parent And As The Administrative Borrower
And
Each Of Its Subsidiaries That Are Signatories Hereto
As The Borrowers
And
Each Of Its Other Subsidiaries That Are Signatories _____________
SALTON, INC – L.P. (each individually as a ?Lender? and collectively as the ?Lenders?), HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD, as administrative agent and collateral agent for the Lenders (the ?Agent?), SALTON, INC ., a Delaware corporation, with offices at 1955 Field Court, Lake Forest, Illinois 60045 (the ?Parent?), each of the Parent?s Subsidiaries identified on the signature pages hereof as Borrowers _____________
Salton, Inc – 7.13 (c); and except as so permitted and notwithstanding, anything to the contrary in the Loan Documents, Salton Hong Kong, Ltd. shall have no Liens on any asset of Salton, Inc . or any of its Subsidiaries;
7.32. Post-Closing Deliveries. Foreign Pledge Agreements.
(i) on or before October 30, 2007, Foreign Pledge Agreements pledging as Collateral 100% of the _____________
Salton, Inc – similar to those delivered to the First Lien Agent and the First Lien Co-Agent pledging as Collateral 100% of the issued and outstanding equity of any other Subsidiary of Salton, Inc . as specified in such request.
Notwithstanding the foregoing, any interests pledged to the Agent and/or the Lenders pursuant to such Foreign Pledge Agreements shall be subject to the _____________
Salton, Inc – the Americas
New York, New York 10019-6064
Attention: Eric Goodison, Esq.
Telecopy No.: (212) 757-3990
Email: egoodison@paulweiss.com
If to the Borrower Parties, or any of them:
Salton, Inc .
1955 Field Court
Lake Forest, Illinois 60045
Attention: William Lutz
Telecopy No.: (847) 803-4641
Email: blutz@saltonusa.com
with a copy to:
Sonnenschein Nath & Rosenthal LLP
8000 _____________
dt 1842505
| |
| Subscribers | 2006 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (5K)
Doc #1457364: This document is immediately available for purchase, but does not have a preview available for viewing.
1457364
| | |
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Senior Secured Credit Agreement
Senior Secured Credit Agreement (511K)
Doc #1738009: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 17, 2006
by and among
OVERHILL FARMS, INC.
as the Borrower,
and
the LENDERS party hereto from time to time,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Collateral Agent,
and
. . .
1738009
|
Citibank
As referenced in this Senior Secured Credit Agreement:
Citibank, N.A. – prior to the first day of such period;
PROVIDED, HOWEVER, that if such rate is not available, "Prime Rate" shall mean
such rate of interest as is publicly announced by Citibank, N.A. in New York,
New York, on such day as its prime or base rate. The Prime Rate is a reference
rate and does not necessarily represent the lowest or _____________
dt 1480341
;
McGraw-Hill Companies
As referenced in this Senior Secured Credit Agreement:
McGraw-Hill Companies, Inc – within the meaning given that
term and similar terms under applicable laws relating to fraudulent transfers
and conveyances.
"S&P" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc . and any successor thereto.
"SUBSIDIARY" means, with respect to any Person at any date,
any corporation, limited or general partnership, limited liability company,
trust, association or other entity (i) _____________
dt 1518565
;
Overhill Farms
As referenced in this Senior Secured Credit Agreement:
OVERHILL FARMS, INC. – TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}overhill_8kex10-1.txt
{TEXT}
{PAGE}
EXHIBIT 10.1
EXECUTION COPY
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 17, 2006
by and among
OVERHILL FARMS, INC.
as the Borrower,
and
the LENDERS party hereto from time to time,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Collateral Agent,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent, Arranger _____________
OVERHILL FARMS, INC. – SECTION 14.25. USA PATRIOT ACT.........................................................................102
iv
{/TABLE}
{PAGE}
SENIOR SECURED CREDIT AGREEMENT
The Senior Secured Credit Agreement, dated as of April 17,
2006 (the "AGREEMENT"), by and among OVERHILL FARMS, INC. , a corporation formed
under the laws of Nevada, as the borrower (the "BORROWER"); each of the lenders
that from time to time is a party hereto (such lenders, each _____________
Overhill Farms, Inc. – 01. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered:
if to the borrower, at the following address:
--------------------------------------------
Overhill Farms, Inc.
2727 E. Vernon Avenue
Vernon, California 90058
Telephone: (323) 582-9977
Facsimile: (323) 582-6418
Attn: Chief Financial Officer
with a copy to:
--------------
Rutan & Tucker, LLP
611 Anton Boulevard, _____________
OVERHILL FARMS, INC. – 102
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER:
---------
OVERHILL FARMS, INC.
By: /S/ JAMES RUDIS
--------------------------------
Name: James Rudis
Title: President
ADMINISTRATIVE AGENT:
--------------------
GUGGENHEIM CORPORATE FUNDING, LLC
By: /S/ STEPHEN D. SAUTEL
--------------------------------
Name: Stephen D. Sautel
Title: Managing Director
COLLATERAL AGENT:
----------------
_____________
OVERHILL FARMS, INC. – Schedule 9.13(A) -- Stock Plans
Schedule 12.03 -- Securities Account Deposits
(Exhibits and schedules to be provided to the Securities and Exchange Commission
upon request.)
{PAGE}
EXHIBIT 10.2
OVERHILL FARMS, INC.
FIRST AMENDMENT
TO SENIOR SECURED CREDIT AGREEMENT
This FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this
"AMENDMENT") is dated as of May 16, 2006 and entered into by and _____________
dt 1398048
;
|
Overhill Farms
As referenced in this Senior Secured Credit Agreement:
OVERHILL FARMS, INC. – TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}overhill_8kex10-1.txt
{TEXT}
{PAGE}
EXHIBIT 10.1
EXECUTION COPY
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 17, 2006
by and among
OVERHILL FARMS, INC.
as the Borrower,
and
the LENDERS party hereto from time to time,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Collateral Agent,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent, Arranger _____________
OVERHILL FARMS, INC. – SECTION 14.25. USA PATRIOT ACT.........................................................................102
iv
{/TABLE}
{PAGE}
SENIOR SECURED CREDIT AGREEMENT
The Senior Secured Credit Agreement, dated as of April 17,
2006 (the "AGREEMENT"), by and among OVERHILL FARMS, INC. , a corporation formed
under the laws of Nevada, as the borrower (the "BORROWER"); each of the lenders
that from time to time is a party hereto (such lenders, each _____________
Overhill Farms, Inc. – 01. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered:
if to the borrower, at the following address:
--------------------------------------------
Overhill Farms, Inc.
2727 E. Vernon Avenue
Vernon, California 90058
Telephone: (323) 582-9977
Facsimile: (323) 582-6418
Attn: Chief Financial Officer
with a copy to:
--------------
Rutan & Tucker, LLP
611 Anton Boulevard, _____________
OVERHILL FARMS, INC. – 102
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER:
---------
OVERHILL FARMS, INC.
By: /S/ JAMES RUDIS
--------------------------------
Name: James Rudis
Title: President
ADMINISTRATIVE AGENT:
--------------------
GUGGENHEIM CORPORATE FUNDING, LLC
By: /S/ STEPHEN D. SAUTEL
--------------------------------
Name: Stephen D. Sautel
Title: Managing Director
COLLATERAL AGENT:
----------------
_____________
OVERHILL FARMS, INC. – Schedule 9.13(A) -- Stock Plans
Schedule 12.03 -- Securities Account Deposits
(Exhibits and schedules to be provided to the Securities and Exchange Commission
upon request.)
{PAGE}
EXHIBIT 10.2
OVERHILL FARMS, INC.
FIRST AMENDMENT
TO SENIOR SECURED CREDIT AGREEMENT
This FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this
"AMENDMENT") is dated as of May 16, 2006 and entered into by and _____________
dt 1324627
;
Overhill Farms
As referenced in this Senior Secured Credit Agreement:
OVERHILL FARMS, INC. – TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}overhill_8kex10-1.txt
{TEXT}
{PAGE}
EXHIBIT 10.1
EXECUTION COPY
SENIOR SECURED CREDIT AGREEMENT
Dated as of April 17, 2006
by and among
OVERHILL FARMS, INC.
as the Borrower,
and
the LENDERS party hereto from time to time,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Collateral Agent,
and
GUGGENHEIM CORPORATE FUNDING, LLC,
as Administrative Agent, Arranger _____________
OVERHILL FARMS, INC. – SECTION 14.25. USA PATRIOT ACT.........................................................................102
iv
{/TABLE}
{PAGE}
SENIOR SECURED CREDIT AGREEMENT
The Senior Secured Credit Agreement, dated as of April 17,
2006 (the "AGREEMENT"), by and among OVERHILL FARMS, INC. , a corporation formed
under the laws of Nevada, as the borrower (the "BORROWER"); each of the lenders
that from time to time is a party hereto (such lenders, each _____________
Overhill Farms, Inc. – 01. NOTICES, ETC. All notices and other
communications provided for hereunder shall be in writing and shall be mailed,
telecopied or delivered:
if to the borrower, at the following address:
--------------------------------------------
Overhill Farms, Inc.
2727 E. Vernon Avenue
Vernon, California 90058
Telephone: (323) 582-9977
Facsimile: (323) 582-6418
Attn: Chief Financial Officer
with a copy to:
--------------
Rutan & Tucker, LLP
611 Anton Boulevard, _____________
OVERHILL FARMS, INC. – 102
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
BORROWER:
---------
OVERHILL FARMS, INC.
By: /S/ JAMES RUDIS
--------------------------------
Name: James Rudis
Title: President
ADMINISTRATIVE AGENT:
--------------------
GUGGENHEIM CORPORATE FUNDING, LLC
By: /S/ STEPHEN D. SAUTEL
--------------------------------
Name: Stephen D. Sautel
Title: Managing Director
COLLATERAL AGENT:
----------------
_____________
OVERHILL FARMS, INC. – Schedule 9.13(A) -- Stock Plans
Schedule 12.03 -- Securities Account Deposits
(Exhibits and schedules to be provided to the Securities and Exchange Commission
upon request.)
{PAGE}
EXHIBIT 10.2
OVERHILL FARMS, INC.
FIRST AMENDMENT
TO SENIOR SECURED CREDIT AGREEMENT
This FIRST AMENDMENT TO SENIOR SECURED CREDIT AGREEMENT (this
"AMENDMENT") is dated as of May 16, 2006 and entered into by and _____________
dt 1541171
;
More... |
| Subscribers | 2006 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (5K)
Doc #2069943: This document is immediately available for purchase, but does not have a preview available for viewing.
2069943
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Subscribers | 2006 |
Senior Secured Credit Agreement
Senior Secured Credit Agreement (466K)
Doc #2280917: Click preview link for longer preview.
SENIOR SECURED CREDIT AGREEMENT
by and among
E.A. VINER INTERNATIONAL CO., as Borrower,
and
the other Credit Parties hereto from time to time,
as Guarantors
and
the LENDERS party hereto from time to time,
and
MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent and Syndication Agent,
and
MORGAN STANLEY & CO. INCORPORATED,
as Collateral Agent.
Dated as of July 31, 2006
NY12534:166729.34
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS; CERTAIN TERMS
SECTION 1.01.
Definitions
SECTION 1.02.
Terms Generally
SECTION 1.03.
Accounting and Other . . .
2280917
|
McGraw-Hill Companies
As referenced in this Senior Secured Credit Agreement:
McGraw-Hill Companies, Inc – capital stock of, partnership interest of or other equity interest of, such Person now or hereafter outstanding.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc . and any successor thereto.
SEC means the Securities and Exchange Commission or any other similar or successor agency of the Federal government administering the Securities Act.
Secured Creditors has _____________
dt 1520395
;
ISDA
As referenced in this Senior Secured Credit Agreement:
ISDA – b) such Credit Party or Subsidiary was the sole Affected Party and (c) the Credit Party was the sole party determining such payment amount pursuant to the provisions of the ISDA Master Agreement.
Alternate Base Rate at any time means the higher of (a) the rate which is 0.50% in excess of the Federal Funds Rate and (b) the _____________
dt 1604063
;
|
BNY
As referenced in this Senior Secured Credit Agreement:
Bank of New York, – System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next 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 for such day on such transactions received by _____________
dt 1659195
;
|