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Revolving Facility Agreement
Revolving Facility Agreement (377K)
Doc #1131068: Click preview link for longer preview.
REVOLVING FACILITY AGREEMENT
among
EVOLVING SYSTEMS, LTD.
as Borrower and a Credit Party
EVOLVING SYSTEMS HOLDINGS, LTD.
EVOLVING SYSTEMS, INC.
TELECOM SOFTWARE ENTERPRISES, LLC
EVOLVING SYSTEMS HOLDINGS, INC
as a Credit Party
and
CSE FINANCE, INC
as Lender
CAPITALSOURCE FINANCE LLC,
as Agent
Dated as of
November 14, 2005
1131068
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Evolving Systems
As referenced in this Revolving Facility Agreement:
EVOLVING SYSTEMS, INC. – 10.1(E) 9 a05-20328_1ex10d1e.htm MATERIAL CONTRACTS
Exhibit 10.1(e)
REVOLVING FACILITY AGREEMENT
among
EVOLVING SYSTEMS, LTD.
as Borrower and a Credit Party
EVOLVING SYSTEMS HOLDINGS, LTD.
EVOLVING SYSTEMS, INC.
TELECOM SOFTWARE ENTERPRISES, LLC
EVOLVING SYSTEMS HOLDINGS, INC
as a Credit Party
and
CSE FINANCE, INC
as Lender
CAPITALSOURCE FINANCE LLC,
as Agent
Dated as of
November 14, 2005
_____________
EVOLVING SYSTEMS, INC. – of England & Wales with registration number 2325854 (Borrower); EVOLVING SYSTEMS HOLDINGS LTD., a company incorporated under the laws of England & Wales with registration number 5272751 (a UK Guarantor), EVOLVING SYSTEMS, INC. , a Delaware Corporation, TELECOM SOFTWARE ENTERPRISES, LLC, a Colorado limited liability company and EVOLVING SYSTEMS HOLDINGS, Inc., a Delaware Corporation as Credit Parties; CAPITALSOURCE FINANCE LLC, a Delaware limited
_____________
Evolving Systems, Inc. – any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.
Evolving Systems, Inc. , Telecom Software Enterprises, LLC and Evolving Systems Holdings, Inc. each expressly agrees and consents to the provisions of Section 12.2 and 12.3.
12.4 Successors and Assigns;
_____________
EVOLVING SYSTEMS, INC. – Company
Secretary
Telephone:
303 802-2599
FAX:
303 802-1138
E-MAIL:
atm@evolving.com
[SIGNATURE PAGE TO REVOLVING FACILITY AGREEMENT]
CREDIT PARTY:
Executed and delivered as a Deed by:
EVOLVING SYSTEMS, INC.
By:
/s/Brian R. Ervine
Name:
Brian R. Ervine
Title:
Executive Vice President and Chief
Financial and Administrative Officer
9777 Pyramid Court, Suite 100
Englewood, CO 80112
Attention:
Anita
_____________
Evolving Systems, Inc, – thereto) prescribed for Eurocurrency funding (currently referred to as Eurocurrency Liabilities in Regulation D of such Board) maintained by a member bank of the Federal Reserve System.
Evolving Systems means Evolving Systems, Inc, a Delaware Corporation.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Facility Cap shall mean, initially, $4,500,000, as reduced from time to time
_____________
dt 1461786
;
Evolving Systems
As referenced in this Revolving Facility Agreement:
EVOLVING SYSTEMS, INC. – 10.1(E) 9 a05-20328_1ex10d1e.htm MATERIAL CONTRACTS
Exhibit 10.1(e)
REVOLVING FACILITY AGREEMENT
among
EVOLVING SYSTEMS, LTD.
as Borrower and a Credit Party
EVOLVING SYSTEMS HOLDINGS, LTD.
EVOLVING SYSTEMS, INC.
TELECOM SOFTWARE ENTERPRISES, LLC
EVOLVING SYSTEMS HOLDINGS, INC
as a Credit Party
and
CSE FINANCE, INC
as Lender
CAPITALSOURCE FINANCE LLC,
as Agent
Dated as of
November 14, 2005
_____________
EVOLVING SYSTEMS, INC. – of England & Wales with registration number 2325854 (Borrower); EVOLVING SYSTEMS HOLDINGS LTD., a company incorporated under the laws of England & Wales with registration number 5272751 (a UK Guarantor), EVOLVING SYSTEMS, INC. , a Delaware Corporation, TELECOM SOFTWARE ENTERPRISES, LLC, a Colorado limited liability company and EVOLVING SYSTEMS HOLDINGS, Inc., a Delaware Corporation as Credit Parties; CAPITALSOURCE FINANCE LLC, a Delaware limited
_____________
Evolving Systems, Inc. – any event within 5 days of such event taking place) appoint another agent on terms acceptable to the Agent. Failing this, the Agent may appoint another agent for this purpose.
Evolving Systems, Inc. , Telecom Software Enterprises, LLC and Evolving Systems Holdings, Inc. each expressly agrees and consents to the provisions of Section 12.2 and 12.3.
12.4 Successors and Assigns;
_____________
EVOLVING SYSTEMS, INC. – Company
Secretary
Telephone:
303 802-2599
FAX:
303 802-1138
E-MAIL:
atm@evolving.com
[SIGNATURE PAGE TO REVOLVING FACILITY AGREEMENT]
CREDIT PARTY:
Executed and delivered as a Deed by:
EVOLVING SYSTEMS, INC.
By:
/s/Brian R. Ervine
Name:
Brian R. Ervine
Title:
Executive Vice President and Chief
Financial and Administrative Officer
9777 Pyramid Court, Suite 100
Englewood, CO 80112
Attention:
Anita
_____________
Evolving Systems, Inc, – thereto) prescribed for Eurocurrency funding (currently referred to as Eurocurrency Liabilities in Regulation D of such Board) maintained by a member bank of the Federal Reserve System.
Evolving Systems means Evolving Systems, Inc, a Delaware Corporation.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Facility Cap shall mean, initially, $4,500,000, as reduced from time to time
_____________
dt 1485098
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Royal Bank
As referenced in this Revolving Facility Agreement:
Royal Bank of Scotland plc – the Initial Advance executed by Borrower;
(c) Agent shall have received evidence (i) of repayment in full and termination of all liabilities and obligations of the Credit Parties to The Royal Bank of Scotland plc and all related documents, agreements and instruments and of all Liens, (ii) of release and termination of, or Agents authority to release and terminate, any and all Liens in, on,
_____________
dt 1500393
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Term Facility Agreement
Term Facility Agreement (169K)
Doc #1144500: Click preview link for longer preview.
EXECUTION VERSION
Dated 19 December 2005
TERM FACILITY AGREEMENT
US$160,000,000
FACILITY AGREEMENT
for
CASTLEWILDER
as Borrower
arranged by
BANC OF AMERICA SECURITIES LLC
with
BANK OF AMERICA, N.A.
acting as Administrative Agent
WHITE & CASE
5 Old Broad Street
London EC2N 1DW
TABLE OF CONTENTS
Clause
Page
1.
DEFINITIONS AND INTERPRETATION
1
1.1 Definitions
. . .
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Cadence Design
As referenced in this Term Facility Agreement:
Cadence Design Systems, Inc. – Administrative Agent (for and on behalf of the Finance Parties), substantially in the form of Schedule 8 and Schedule 9 (the Parent Guaranty and the CTL Guaranty respectively).
Guarantors means Cadence Design Systems, Inc. a Delaware corporation having its principal place of business at 2655 Seely Avenue, Building 5, San Jose, California 95134 (the Parent) and Cadence Technology Limited, an Irish private limited
_____________
Cadence Design Systems, Inc. – on the date stated at the beginning of this Agreement.
63
SCHEDULE 1
THE ORIGINAL PARTIES
Part I
The Obligors
Castlewilder, as Borrower
Registration number (or equivalent, if any)
260382
Cadence Design Systems, Inc. , as Guarantor
Registration number (or equivalent, if any)
Cadence Technology Limited, as Guarantor
Registration number (or equivalent, if any)
261724
64
Part II
The Original Lenders
Name of Original
_____________
Cadence Design Systems, Inc. – Address:
Wilton Place,
Dublin 2
Ireland
Attention:
Office of the General Counsel
Facsimile:
+ 353-1-805-4310
With a copy of all notices to the Borrower to be delivered:
Address:
Cadence Design Systems, Inc.
2655 Seely Avenue
San Jose, California 95134
USA
Attention:
Chief Financial Officer
Facsimile:
+1 (408) 944-7168
Signature Page 1 to Term Facility Agreement
THE ADMINISTRATIVE AGENT
BANK OF
_____________
dt 1467221
;
Cadence Design
As referenced in this Term Facility Agreement:
Cadence Design Systems, Inc. – Administrative Agent (for and on behalf of the Finance Parties), substantially in the form of Schedule 8 and Schedule 9 (the Parent Guaranty and the CTL Guaranty respectively).
Guarantors means Cadence Design Systems, Inc. a Delaware corporation having its principal place of business at 2655 Seely Avenue, Building 5, San Jose, California 95134 (the Parent) and Cadence Technology Limited, an Irish private limited
_____________
Cadence Design Systems, Inc. – on the date stated at the beginning of this Agreement.
63
SCHEDULE 1
THE ORIGINAL PARTIES
Part I
The Obligors
Castlewilder, as Borrower
Registration number (or equivalent, if any)
260382
Cadence Design Systems, Inc. , as Guarantor
Registration number (or equivalent, if any)
Cadence Technology Limited, as Guarantor
Registration number (or equivalent, if any)
261724
64
Part II
The Original Lenders
Name of Original
_____________
Cadence Design Systems, Inc. – Address:
Wilton Place,
Dublin 2
Ireland
Attention:
Office of the General Counsel
Facsimile:
+ 353-1-805-4310
With a copy of all notices to the Borrower to be delivered:
Address:
Cadence Design Systems, Inc.
2655 Seely Avenue
San Jose, California 95134
USA
Attention:
Chief Financial Officer
Facsimile:
+1 (408) 944-7168
Signature Page 1 to Term Facility Agreement
THE ADMINISTRATIVE AGENT
BANK OF
_____________
dt 1484672
;
 Allied Irish
As referenced in this Term Facility Agreement:
Allied Irish Banks P – Limited, as Guarantor
Registration number (or equivalent, if any)
261724
64
Part II
The Original Lenders
Name of Original Lender
Commitment (USD)
Bank of America, N.A.
$
59,000,000
Allied Irish Banks P lc
$
21,000,000
BNP Paribas
$
29,500,000
JPMorgan Chase Bank, N.A., London Branch
$
29,500,000
Mizuho Corporate Bank (USA)
$
21,000,000
Total
$
160,000,000.
_____________
ALLIED IRISH BANKS, P – Mail Code: CA5-801-13-09
600 Montgomery Street, 13th Floor
San Francisco, California 94111-2702
Facsimile:
(415) 627-2370
Attention:
Fred Thorne
Signature Page 3 to Term Facility Agreement
ALLIED IRISH BANKS, P .L.C.
By:
/s/ Norman M. Fitzgerald
Name:
Norman M. Fitzgerald
Title:
Senior Manager
(Notices for Payments and Requests for Credit Extensions):
Address:
Iona House
152 Shelbourne Road
Ballsbridge
_____________
dt 1320385
;
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BofA Securities
As referenced in this Term Facility Agreement:
BANC OF AMERICA SECURITIES LLC – 2 f15641exv10w1.htm EXHIBIT 10.1
Exhibit 10.1
EXECUTION VERSION
Dated 19 December 2005
TERM FACILITY AGREEMENT
US$160,000,000
FACILITY AGREEMENT
for
CASTLEWILDER
as Borrower
arranged by
BANC OF AMERICA SECURITIES LLC
with
BANK OF AMERICA, N.A.
acting as Administrative Agent
WHITE & CASE
5 Old Broad Street
London EC2N 1DW
TABLE OF CONTENTS
Clause
Page
1.
DEFINITIONS AND INTERPRETATION
_____________
BANC OF AMERICA SECURITIES LLC – 19 December 2005 and made between:
(1)
CASTLEWILDER, an Irish unlimited company having its registered office at Wilton Place Dublin 2, Ireland and with company no. 260382 (the Borrower);
(2)
BANC OF AMERICA SECURITIES LLC as mandated lead arranger (the Arranger);
(3)
THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the Original Lenders);
(4)
BANK OF AMERICA, N.A. as
_____________
Banc of America Securities LLC – or managed by:
(a)
a Lender;
(b)
an Affiliate of a Lender; or
(c)
an entity or an Affiliate of an entity that administers or manages a Lender.
Arranger means Banc of America Securities LLC , in its capacity as sole lead arranger and sole book manager.
Assignee Group means two or more Eligible Assignees that are Affiliates of one another or two or more
_____________
dt 1356434
;
BofA
As referenced in this Term Facility Agreement:
BANK OF AMERICA, N.A. – Exhibit 10.1
EXECUTION VERSION
Dated 19 December 2005
TERM FACILITY AGREEMENT
US$160,000,000
FACILITY AGREEMENT
for
CASTLEWILDER
as Borrower
arranged by
BANC OF AMERICA SECURITIES LLC
with
BANK OF AMERICA, N.A.
acting as Administrative Agent
WHITE & CASE
5 Old Broad Street
London EC2N 1DW
TABLE OF CONTENTS
Clause
Page
1.
DEFINITIONS AND INTERPRETATION
1
1.1 Definitions
1
1.
_____________
BANK OF AMERICA, N.A. – Borrower);
(2)
BANC OF AMERICA SECURITIES LLC as mandated lead arranger (the Arranger);
(3)
THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 as lenders (the Original Lenders);
(4)
BANK OF AMERICA, N.A. as Administrative Agent of the other Finance Parties (the Administrative Agent); and
(5)
JPMORGAN CHASE BANK, N.A. as Syndication Agent; and
(6)
BNP PARIBAS, as Documentation Agent.
IT
_____________
Bank of America, N.A. – Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
Available Facility means the aggregate for the time being of each Lenders Commitment.
Bank of America means Bank of America, N.A. , in its individual capacity.
Base Rate means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of
_____________
Bank of America, N.A. – succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America, N.A. on such day on such transactions as determined by the Administrative Agent.
4
Fee Letter means the fee letter dated 22 November 2005 among the Administrative Agent, the Arranger
_____________
Bank of America, N.A. – Registration number (or equivalent, if any)
Cadence Technology Limited, as Guarantor
Registration number (or equivalent, if any)
261724
64
Part II
The Original Lenders
Name of Original Lender
Commitment (USD)
Bank of America, N.A.
$
59,000,000
Allied Irish Banks Plc
$
21,000,000
BNP Paribas
$
29,500,000
JPMorgan Chase Bank, N.A., London Branch
$
29,500,000
Mizuho Corporate Bank (USA)
$
_____________
dt 1555457
;
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Facility Agreement
Facility Agreement (62K)
Doc #1189484: Click preview link for longer preview.
FACILITY AGREEMENT
between
ORACLE TECHNOLOGY COMPANY
as Borrower
and
ABN AMRO BANK N.V.
as Lender
McCann FitzGerald
Solicitors
2 Harbourmaster Place
International Financial Services Centre
Dublin 1
EDV\1007062.5
CONTENTS
Clause
Page
1.
Definitions and interpretation
1
2.
The Facility
6
. . .
1189484
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| 2007 |
Facility Agreement
Facility Agreement (232K)
Doc #2896768: Click preview link for longer preview.
Executive Version
Euro 335,000,000
FACILITY AGREEMENT
dated 16 May 2007
for
SOFTWARE AG
arranged by
COMMERZBANK AKTIENGESELLSCHAFT
BAYERISCHE HYPO- UND VEREINSBANK AKTIENGESELLSCHAFT
LANDESBANK HESSEN TH?RINGEN GIROZENTRALE
DEUTSCHE BANK AKTIENGESELLSCHAFT
IKB DEUTSCHE INDUSTRIEBANK AG (FILIALE LUXEMBURG)
SAL. OPPENHEIM JR. & CIE KOMMANDITGESELLSCHAFT AUF AKTIEN
acting as Arrangers
with
COMMERZBANK AKTIENGESELLSCHAFT
acting as Bookrunner
with
COMMERZBANK INTERNATIONAL S.A.
acting as Agent
Ref: EVR/WDR
CONTENTS
CLAUSE
PAGE
SECTION . . .
2896768
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webMethods
As referenced in this Facility Agreement:
webMethods, Inc. – defined in Section 4001(a)(3) of ERISA.
?Obligor? means the Borrower or the Guarantor.
?Offer? means the ?Offer to Purchase for Cash all Outstanding Shares of Common Stock of webMethods, Inc. ? in accordance with the Securities Exchange Act of 1934, filed with the SEC on 18 April 2007 by BidCo, including any amendment or subsequent offering period related thereto.
?Offer
_____________
webMethods Inc. – a subsidiary within the meaning of sections 15 ? 17 Stock Corporation Act (Aktiengesetz); or
(b) is a Subsidiary of another Subsidiary of the first mentioned company or corporation.
?Target? means webMethods Inc. , a Delaware corporation having its seat in Fairfax, USA.
?TARGET? means Trans-European Automated Real-time Gross Settlement Express Transfer payment system.
?TARGET Day? means any day on which
_____________
dt 1742466
;
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webMethods
As referenced in this Facility Agreement:
webMethods, Inc. – defined in Section 4001(a)(3) of ERISA.
?Obligor? means the Borrower or the Guarantor.
?Offer? means the ?Offer to Purchase for Cash all Outstanding Shares of Common Stock of webMethods, Inc. ? in accordance with the Securities Exchange Act of 1934, filed with the SEC on 18 April 2007 by BidCo, including any amendment or subsequent offering period related thereto.
?Offer
_____________
dt 1808219
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