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Junior Participation Agreement
Junior Participation Agreement (32K)
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FORM OF
JUNIOR PARTICIPATION AGREEMENT
As of March ___, 2001
Re: Acclaim Entertainment, Inc., et al.
-----------------------------------
Gentlemen:
GMAC COMMERCIAL CREDIT LLC formerly known as BNY Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the Americas, New York, New York 10104, has entered into
financing arrangements with ACCLAIM ENTERTAINMENT, INC. ("AEI"), ACCLAIM
DISTRIBUTION, INC. ("ADI"), LJN TOYS, LTD. ("LJN"), ACCLAIM ENTERTAINMENT
CANADA, LTD. ("Canada") and ARENA ENTERTAINMENT INC. ("ARENA"; and together with
AEI, ADI, LJN and Canada, each individually, a "Borrower" and collectively, the
"Borrowers") pursuant to which Lender may, upon certain terms and conditions,
make secured loans and advances and provide other financial accommodations to
the Borrowers, as set forth in that certain Revolving Credit and Security
Agreement dated as of January 1, 1993 among Lender and Borrowers, as amended and
restated on February 28, 1995 (as so amended and as from time to time thereafter
amended, the "Credit Agreement") and various notes, instruments, guaranties,
mortgages, factoring agreements, documents and other agreements executed and/or
delivered in connection therewith (all of the foregoing, together with the
Credit Agreement, as the same now exist or may hereafter be amended, restated,
replaced, renewed, extended, supplemented, substituted or otherwise modified,
collectively, the "Loan Agreements"). All capitalized terms used herein which
are not otherwise defined herein shall have the meaning set forth in the Credit
Agreement.
_______________________________ ("Junior Participant"), having an
office at ______________________________________, has requested that Lender sell
to Junior Participant, a junior participation in the Loans (as hereinafter
defined) provided by Lender to Borrowers, and Lender is willing to sell such
junior participation to Junior Participant, subject to the terms and conditions
contained in this Junior Participation Agreement (the "Junior Participation
Agreement").
Contemporaneously herewith, Lender is selling other junior
participations (the "Other Junior Participations"; and together with the Junior
Participation, collectively the "Junior Participations") pursuant to additional
junior participation agreements entered into by Lender with certain other junior
participants (together with their successors and assigns, the "Other Junior
Participants"; and together with Junior Participant, collectively, the "Junior
Participants") on substantially the same terms and conditions as re set forth
herein, and the rights of the Junior
136969
|
Acclaim
As referenced in this Junior Participation Agreement:
Acclaim Entertainment, Inc. –
{DOCUMENT}
{TYPE}EX-10.10
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}FORM OF JUNIOR PARTICIPATION AGREEMENT
{TEXT}
{PAGE}
FORM OF
JUNIOR PARTICIPATION AGREEMENT
As of March ___, 2001
Re: Acclaim Entertainment, Inc. , et al.
-----------------------------------
Gentlemen:
GMAC COMMERCIAL CREDIT LLC formerly known as BNY Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the
_____________
ACCLAIM ENTERTAINMENT, INC. – Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the Americas, New York, New York 10104, has entered into
financing arrangements with ACCLAIM ENTERTAINMENT, INC. ("AEI"), ACCLAIM
DISTRIBUTION, INC. ("ADI"), LJN TOYS, LTD. ("LJN"), ACCLAIM ENTERTAINMENT
CANADA, LTD. ("Canada") and ARENA ENTERTAINMENT INC. ("ARENA"; and together with
AEI, ADI, LJN and Canada, each individually,
_____________
dt 1322199
;
Acclaim
As referenced in this Junior Participation Agreement:
Acclaim Entertainment, Inc. –
{DOCUMENT}
{TYPE}EX-10.10
{SEQUENCE}2
{FILENAME}0002.txt
{DESCRIPTION}FORM OF JUNIOR PARTICIPATION AGREEMENT
{TEXT}
{PAGE}
FORM OF
JUNIOR PARTICIPATION AGREEMENT
As of March ___, 2001
Re: Acclaim Entertainment, Inc. , et al.
-----------------------------------
Gentlemen:
GMAC COMMERCIAL CREDIT LLC formerly known as BNY Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the
_____________
ACCLAIM ENTERTAINMENT, INC. – Factoring, LLC, as
successor by merger to BNY Financial Corporation ("Lender"), having offices at
1290 Avenue of the Americas, New York, New York 10104, has entered into
financing arrangements with ACCLAIM ENTERTAINMENT, INC. ("AEI"), ACCLAIM
DISTRIBUTION, INC. ("ADI"), LJN TOYS, LTD. ("LJN"), ACCLAIM ENTERTAINMENT
CANADA, LTD. ("Canada") and ARENA ENTERTAINMENT INC. ("ARENA"; and together with
AEI, ADI, LJN and Canada, each individually,
_____________
dt 1455648
;
| GMAC Commercial Credit LLC
|
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Participation Agreement
Participation Agreement (390K)
Doc #154725: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC.,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note Purchaser,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as the Conduit Agent,
THE VARIOUS LIQUIDITY BANKS,
and
KEYBANK NATIONAL ASSOCIATION
as the Letter of Credit Issuer and the Agent
================================================================================
{PAGE}
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (as amended, restated or otherwise
modified and in effect from time to time, this "Participation Agreement"), dated
as of December 6, 2000, is entered into by and among ELECTRONIC ARTS REDWOOD,
INC., a Delaware corporation, as the lessee (in such capacity, together with its
permitted successors and assigns, the "Lessee") and as the construction agent
(in such capacity, together with its permitted successors and assigns, the
"Construction Agent"); ELECTRONIC ARTS, INC., a Delaware corporation, as the
guarantor (in such capacity, together with its permitted successors and assigns,
the "Guarantor"); SELCO SERVICE CORPORATION, an Ohio corporation doing business
in California as Ohio SELCO Service Corporation, as the lessor and as the sole
equity investor (in such capacities, together with its permitted successors and
assigns, the "Lessor"); VICTORY RECEIVABLES CORPORATION, a Delaware corporation,
as the note purchaser (in such capacity, together with its permitted successors
and assigns, the "Note Purchaser"); THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK
BRANCH, as the agent for the Note Purchaser and the administrative agent for the
Liquidity Banks (in such capacities, together with its permitted successors and
assigns, the "Conduit Agent"); the financial institutions (including, without
limitation, those certain financial institutions appearing on the signature
pages hereof) which are parties to this Participation Agreement and the
Liquidity Documentation from time to time (such financial institutions to be
referred to collectively as the "Liquidity Banks"); and KEYBANK NATIONAL
ASSOCIATION, as issuer of the Letter of Credit (in such capacity, together with
its permitted successors and assigns, the "Letter of Credit Issuer") and as the
agent for the Lessor, the Note Purchaser, the Conduit Agent, the Liquidity Banks
and the Letter of Credit Issuer (in such capacity, together with its permitted
successors and assigns, the "Agent"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings specified in Appendix A.
WITNESSETH:
WHEREAS, the Lessee, the Construction Agent, the Guarantor, the Lessor,
the Note Purchaser, the Conduit Agent, the Liquidity Banks, the Letter of Credit
Issuer and the Agent have entered into this Participation Agreement for the
purpose of setting forth the terms and conditions pursuant to which the Lessor
would provide a lease facility to the Lessee; and
WHEREAS, in order for the Lessor to provide such lease facility to the
Lessee, the Lessor shall (a) acquire the land described in Exhibit A (as more
fully defined in Appendix A, the "Land") from the Existing Land Owner with funds
advanced by the Note Purchaser to the Lessor under one or more Notes issued by
the Lessor to the Note Purchaser on the Initial Funding Date pursuant to the
Note Purchase Agreement and through the funding by the Lessor of the Equity
Investment from its own funds pursuant to the terms of this Participation
Agreement; (b) construct the Improvements on the Land with funds to be advanced
from time to time by the Note Purchaser under the Notes; (c) lease such Land and
Improvements to the Lessee pursuant to the terms and conditions of the Master
Lease, and (d) grant to the Lessee the right to purchase such property; and
{PAGE}
WHEREAS, the Lessor and certain of the other Lessor Parties will have
certain rights and remedies under the Master Lease, including, without
limitation, the right to receive payments of Rent thereunder; and
WHEREAS, in order to finance the funds to be advanced under the Notes
by the Note Purchaser pursuant to the Note Purchase Agreement, the Note
Purchaser, pursuant to the Liquidity Documentation, may from time to time
request Loans from the Liquidity Banks or sell Percentage Interests in the
obligations evidenced by the Notes to the Liquidity Banks; and
WHEREAS, to secure the obligations of the Lessee to the Lessor under
the Operative Documents, the Lessee has, under each of the Master Lease, the
Precautionary Deed of Trust, the Precautionary Financing Statements and the
Memorandum of Lease, granted a security interest in and Lien on all of its right
and interest in and to the Property covered by the Master Lease; and
WHEREAS, to secure the obligations of the Lessor pursuant to the
Operative Documents, the Lessor has, pursuant to the Deed of Trust, granted a
security interest in and a Lien on all of its right and interest in and to the
Property and the Master Lease and has assigned all of its right and interest in
and to the Precautionary Deed of Trust and the Precautionary Financing
Statements to the Agent; and
WHEREAS, the Guarantor has agreed to guarantee the Obligations of the
Lessee inasmuch as the Guarantor will derive substantial direct and indirect
benefits from the leasing of the Property by the Lessor to the Lessee; and
WHEREAS, to cover any shortfall that may occur upon the exercise by the
Lessee of the Remarketing Option pursuant to Section 18.3 of the Master Lease,
the Letter of Credit Issuer has agreed to issue the Letter of Credit for the
benefit of the Liquidity Banks.
NOW, THEREFORE, in consideration of the mutual agreements contained in
this Participation Agreement and the other Operative Documents and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS; INTERPRETATION
Section 1.1 Definitions; Interpretation. Unless the context shall
otherwise require, capitalized terms used and not defined herein and in the
other Operative Documents shall have the meanings assigned thereto in Appendix A
hereto for all purposes hereof, and the rules of interpretation set forth in
Appendix A hereto shall apply to this Participation Agreement and the other
Operative Documents.
154725
|
Electronic Arts
As referenced in this Participation Agreement:
ELECTRONIC ARTS, INC. – txt
{DESCRIPTION}EXHIBIT 10.59
{TEXT}
{PAGE}
EXHIBIT 10.59
================================================================================
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC. ,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note Purchaser,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as the Conduit Agent,
_____________
ELECTRONIC ARTS, INC. – in such capacity, together with its
permitted successors and assigns, the "Lessee") and as the construction agent
(in such capacity, together with its permitted successors and assigns, the
"Construction Agent"); ELECTRONIC ARTS, INC. , a Delaware corporation, as the
guarantor (in such capacity, together with its permitted successors and assigns,
the "Guarantor"); SELCO SERVICE CORPORATION, an Ohio corporation doing business
in California as
_____________
ELECTRONIC ARTS, INC. – INC.,
as the Lessee
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS REDWOOD, INC.,
as the Construction Agent
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS, INC. ,
as the Guarantor
By: ________________________________________
Name: David L. Carbone
Title: Vice President - Finance
75
{PAGE}
SELCO SERVICE CORPORATION, doing
business in California as Ohio SELCO Service
Corporation, as the
_____________
Electronic Arts, Inc. – obligation to contribute to on behalf of participants
and which is guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA.
"Guarantor" means Electronic Arts, Inc. , a Delaware corporation, in
such capacity under the Operative Documents, together with its permitted
successors and assigns.
"Guaranty" means that certain Guaranty, substantially in the form of
Exhibit E
_____________
dt 1485019
;
Electronic Arts
As referenced in this Participation Agreement:
ELECTRONIC ARTS, INC. – txt
{DESCRIPTION}EXHIBIT 10.59
{TEXT}
{PAGE}
EXHIBIT 10.59
================================================================================
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC. ,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note Purchaser,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as the Conduit Agent,
_____________
ELECTRONIC ARTS, INC. – in such capacity, together with its
permitted successors and assigns, the "Lessee") and as the construction agent
(in such capacity, together with its permitted successors and assigns, the
"Construction Agent"); ELECTRONIC ARTS, INC. , a Delaware corporation, as the
guarantor (in such capacity, together with its permitted successors and assigns,
the "Guarantor"); SELCO SERVICE CORPORATION, an Ohio corporation doing business
in California as
_____________
ELECTRONIC ARTS, INC. – INC.,
as the Lessee
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS REDWOOD, INC.,
as the Construction Agent
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS, INC. ,
as the Guarantor
By: ________________________________________
Name: David L. Carbone
Title: Vice President - Finance
75
{PAGE}
SELCO SERVICE CORPORATION, doing
business in California as Ohio SELCO Service
Corporation, as the
_____________
Electronic Arts, Inc. – obligation to contribute to on behalf of participants
and which is guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA.
"Guarantor" means Electronic Arts, Inc. , a Delaware corporation, in
such capacity under the Operative Documents, together with its permitted
successors and assigns.
"Guaranty" means that certain Guaranty, substantially in the form of
Exhibit E
_____________
dt 1485038
;
 BNY
As referenced in this Participation Agreement:
Bank of New York – Quotations for U.S.
Government Securities, or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor publication, the
"Composite 3:30 p.m. Quotations") for such
dt 42035
;
|
Nova Scotia
As referenced in this Participation Agreement:
BANK OF NOVA SCOTIA, – a Liquidity Bank
By: ________________________________________
Name: Mary K. Young
Title: Vice President
81
{PAGE}
THE BANK OF NOVA SCOTIA,
as a Liquidity Bank
By: ________________________________________
Name: Ed Kofman
Title: Director
82
{PAGE}
BARCLAYS
dt 50272
;
Bankers Trust
As referenced in this Participation Agreement:
Bankers Trust – Agreement" means the Liquidity Agreement, dated as of
December 6, 2000, among the Note Purchaser, Bankers Trust Company, The Bank of
Tokyo-Mitsubishi, Ltd. and the Banks (as defined therein), as the
dt 44282
;
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Participation Agreement
Participation Agreement (218K)
Doc #1142127: Click preview link for longer preview.
PARTICIPATION AGREEMENT
DATED AS OF APRIL 23, 2002
AMONG
CITRIX SYSTEMS, INC.,
AS LESSEE,
CITRIX CAPITAL CORP., AS GUARANTOR,
SELCO SERVICE CORPORATION,
AS LESSOR,
KEY CORPORATE CAPITAL INC.
AS LENDER,
AND
. . .
1142127
|
Citrix
As referenced in this Participation Agreement:
CITRIX SYSTEMS, INC. – CONFIDENTIAL INFORMATION HAS BEEN
SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.
EXECUTION COPY
--------------------------------------------------------------------------------
PARTICIPATION AGREEMENT
DATED AS OF APRIL 23, 2002
AMONG
CITRIX SYSTEMS, INC. ,
AS LESSEE,
CITRIX CAPITAL CORP., AS GUARANTOR,
SELCO SERVICE CORPORATION,
AS LESSOR,
KEY CORPORATE CAPITAL INC.
AS LENDER,
AND
KEY CORPORATE CAPITAL INC.,
AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT
_____________
CITRIX SYSTEMS, INC. – Net Cash Covenant
</TABLE>
iii
<PAGE>
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (this "PARTICIPATION AGREEMENT"), dated
as of April 23, 2002, is entered into by and among CITRIX SYSTEMS, INC. ,
Delaware corporation (the "COMPANY"), as the Lessee (in such capacity, the
"LESSEE"), CITRIX CAPITAL CORP., a Nevada corporation, as Guarantor, (the
"GUARANTOR"), SELCO SERVICE CORPORATION, an Ohio corporation, as
_____________
CITRIX SYSTEMS, INC. – WITNESS WHEREOF, the parties hereto have caused this
Participation Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
CITRIX SYSTEMS, INC. ,
as Lessee
/s/ David Urbani
By:_________________________________
Name: David Urbani
Title:Vice President of Finance
<PAGE>
Participation Agreement
CITRIX CAPITAL CORP.,
as Guarantor
/s/ Monte L. Miller
_____________
Citrix
Systems, Inc. – the Participation Agreement dated as of April 23,
2002 (as such agreement may be amended, supplemented, amended and restated and
other modified from time to time, the "Participation Agreement"), among Citrix
Systems, Inc. (the "Lessee"), as Lessee, Citrix Capital Corp, as Guarantor,
SELCO Service Corporation, as Lessor, Key Corporate Capital Inc., as Lender,
Administrative Agent and Collateral Agent. Capitalized terms not otherwise
_____________
CITRIX SYSTEMS, INC. – EXHIBIT A-2
<PAGE>
The Lessee has caused this Funding Request to be executed and delivered by its
duly authorized Responsible Officer this __th day of _____, 2002.
CITRIX SYSTEMS, INC.
By__________________________
Name:
Title:
<PAGE>
Schedule I
wiring instructions for the Lessee
<PAGE>
EXHIBIT B
Basis for Calculation of Minimum Net Cash Covenant
Compliance - Calculations
Qtr.
_____________
dt 1460851
;
Citrix
As referenced in this Participation Agreement:
CITRIX SYSTEMS, INC. – CONFIDENTIAL INFORMATION HAS BEEN
SUBMITTED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.
EXECUTION COPY
--------------------------------------------------------------------------------
PARTICIPATION AGREEMENT
DATED AS OF APRIL 23, 2002
AMONG
CITRIX SYSTEMS, INC. ,
AS LESSEE,
CITRIX CAPITAL CORP., AS GUARANTOR,
SELCO SERVICE CORPORATION,
AS LESSOR,
KEY CORPORATE CAPITAL INC.
AS LENDER,
AND
KEY CORPORATE CAPITAL INC.,
AS COLLATERAL AGENT AND ADMINISTRATIVE AGENT
_____________
CITRIX SYSTEMS, INC. – Net Cash Covenant
</TABLE>
iii
<PAGE>
PARTICIPATION AGREEMENT
THIS PARTICIPATION AGREEMENT (this "PARTICIPATION AGREEMENT"), dated
as of April 23, 2002, is entered into by and among CITRIX SYSTEMS, INC. ,
Delaware corporation (the "COMPANY"), as the Lessee (in such capacity, the
"LESSEE"), CITRIX CAPITAL CORP., a Nevada corporation, as Guarantor, (the
"GUARANTOR"), SELCO SERVICE CORPORATION, an Ohio corporation, as
_____________
CITRIX SYSTEMS, INC. – WITNESS WHEREOF, the parties hereto have caused this
Participation Agreement to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written.
CITRIX SYSTEMS, INC. ,
as Lessee
/s/ David Urbani
By:_________________________________
Name: David Urbani
Title:Vice President of Finance
<PAGE>
Participation Agreement
CITRIX CAPITAL CORP.,
as Guarantor
/s/ Monte L. Miller
_____________
Citrix
Systems, Inc. – the Participation Agreement dated as of April 23,
2002 (as such agreement may be amended, supplemented, amended and restated and
other modified from time to time, the "Participation Agreement"), among Citrix
Systems, Inc. (the "Lessee"), as Lessee, Citrix Capital Corp, as Guarantor,
SELCO Service Corporation, as Lessor, Key Corporate Capital Inc., as Lender,
Administrative Agent and Collateral Agent. Capitalized terms not otherwise
_____________
CITRIX SYSTEMS, INC. – EXHIBIT A-2
<PAGE>
The Lessee has caused this Funding Request to be executed and delivered by its
duly authorized Responsible Officer this __th day of _____, 2002.
CITRIX SYSTEMS, INC.
By__________________________
Name:
Title:
<PAGE>
Schedule I
wiring instructions for the Lessee
<PAGE>
EXHIBIT B
Basis for Calculation of Minimum Net Cash Covenant
Compliance - Calculations
Qtr.
_____________
dt 1467384
;
|
Allied Irish
As referenced in this Participation Agreement:
Allied Irish Banks, P – time.
"Indemnitee" means each of the Lessor, the Lenders, the Administrative
Agent, their respective Affiliates and their respective successors, assigns,
directors, shareholders, partners, officers, employees and agents.
"Initial Participant" means Allied Irish Banks, P .L.C.
"Insurance Requirements" means all terms and conditions of any insurance
policies required by Article XIII of the Lease to be in effect.
12
<PAGE>
Appendix
_____________
dt 1320384
|
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Participation Agreement
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Doc #1149508: This document is immediately available for purchase, but does not have a preview available for viewing.
1149508
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Participation Agreement
Participation Agreement (19K)
Doc #1149653: Click preview link for longer preview.
EXECUTION VERSION
VERITAS FOURTH AMENDMENT TO
PARTICIPATION AGREEMENT
This FOURTH AMENDMENT TO PARTICIPATION AGREEMENT (this "Agreement") dated
as of September 24, 2002, is by and among VERITAS SOFTWARE GLOBAL CORPORATION,
a Delaware corporation, as lessee and borrower (the "Lessee" or the
"Construction Agent"), the various parties to the Participation Agreement, as
guarantors (the "Guarantors"), WELLS FARGO BANK NORTHWEST, . . .
1149653
|
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO BANK N.V., – from time to time as holders of certificates issued with respect to the VS
Trust 2000-2 and lenders (individually, a "Holder" or a "Lender" and
collectively "Holders" or "Lenders"), ABN AMRO BANK N.V., as Agent for the
Lenders and the Holders (the "Agent") as of the date hereof signatory hereto.
Capitalized terms used herein and not otherwise defined shall have the meaning
_____________
ABN AMRO BANK N.V., – By: /s/ KEVIN OLSON
---------------------------
Name: Kevin Olson
Title: Treasurer
VERITAS SOFTWARE TECHNOLOGY
HOLDING CORPORATION, as a
Guarantor
By: /s/ KEVIN OLSON
---------------------------
Name: Kevin Olson
Title: Treasurer
3
<PAGE>
ABN AMRO BANK N.V., as Agent and
as a Lender
By: /s/ BLAKE J. LACHER
-----------------------------
Name: Blake J. Lacher
Title: Vice President
By: /s/ DAVID M. SHIPLEY
-----------------------------
Name: David M. Shipley
Title: Vice
_____________
dt 1471135
;
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO BANK N.V., – from time to time as holders of certificates issued with respect to the VS
Trust 2000-2 and lenders (individually, a "Holder" or a "Lender" and
collectively "Holders" or "Lenders"), ABN AMRO BANK N.V., as Agent for the
Lenders and the Holders (the "Agent") as of the date hereof signatory hereto.
Capitalized terms used herein and not otherwise defined shall have the meaning
_____________
ABN AMRO BANK N.V., – By: /s/ KEVIN OLSON
---------------------------
Name: Kevin Olson
Title: Treasurer
VERITAS SOFTWARE TECHNOLOGY
HOLDING CORPORATION, as a
Guarantor
By: /s/ KEVIN OLSON
---------------------------
Name: Kevin Olson
Title: Treasurer
3
<PAGE>
ABN AMRO BANK N.V., as Agent and
as a Lender
By: /s/ BLAKE J. LACHER
-----------------------------
Name: Blake J. Lacher
Title: Vice President
By: /s/ DAVID M. SHIPLEY
-----------------------------
Name: David M. Shipley
Title: Vice
_____________
dt 1471135
;
|
Comerica Bank
As referenced in this Participation Agreement:
COMERICA BANK – William McGinty
Title: Director
SUMITOMO MITSUI BANKING
CORPORATION f/k/a the Sumitomo
Bank, Limited, as a Lender
By: /s/ AZAR SHAKERI
-----------------------------
Name: Azar Shakeri
Title: Vice President and Manager
COMERICA BANK - CALIFORNIA,
as a Lender
By: /s/ ROB WAYS
-----------------------------
Name: Rob Ways
Title: Vice President
FLEET NATIONAL BANK, as a Lender
By: /s/ WILLIAM S. ROWE
-----------------------------
Name: William S. Rowe
_____________
dt 1424246
;
Fleet National
As referenced in this Participation Agreement:
FLEET NATIONAL BANK, – a Lender
By: /s/ AZAR SHAKERI
-----------------------------
Name: Azar Shakeri
Title: Vice President and Manager
COMERICA BANK - CALIFORNIA,
as a Lender
By: /s/ ROB WAYS
-----------------------------
Name: Rob Ways
Title: Vice President
FLEET NATIONAL BANK, as a Lender
By: /s/ WILLIAM S. ROWE
-----------------------------
Name: William S. Rowe
Title: Vice President
WELLS FARGO BANK N.A., as a Lender
By: /s/ ERIC HOUSER
-----------------------------
Name: Eric
_____________
dt 1436963
;
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Participation Agreement
Participation Agreement (289K)
Doc #1149847: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of July 28, 2000
among
THE VARIOUS PARTIES HERETO FROM TIME TO TIME,
as the Guarantors,
VERITAS SOFTWARE GLOBAL CORPORATION
as the Construction Agent and as the Lessee,
FIRST SECURITY BANK, NATIONAL ASSOCIATION,
not individually, except as expressly
stated herein, but solely as the Owner Trustee
. . .
1149847
|
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO BANK N.V., – INSTITUTIONS WHICH
ARE PARTIES HERETO FROM TIME TO TIME,
as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH
ARE PARTIES HERETO FROM TIME TO TIME,
as the Lenders,
ABN AMRO BANK N.V.,
as the Agent for the Lenders
and respecting the Security Documents,
as the Agent for the Lenders and the Holders,
to the extent of their interests,
CREDIT SUISSE FIRST
_____________
ABN AMRO BANK N.V., – other lending institutions
which are parties hereto from time to time as lenders (subject to the definition
of Lenders in Appendix A hereto, individually, a "Lender" and collectively, the
"Lenders"); ABN AMRO BANK N.V., as the agent for the Lenders and respecting the
Security Documents, as the agent for the Lenders and the Holders, to the extent
of their interests (in such capacity,
_____________
ABN AMRO Bank N.V.
– Holders, to each such Holder at the address set forth for
such Holder on Schedule I of the Trust Agreement.
If to the Agent, to it at the following address:
ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1503
Chicago, Illinois 60604
Attention: Tim Williams
Telephone: (312) 992-5197
Telecopy: (312) 992-5157
with a copy to:
ABN AMRO Bank N.V.
_____________
ABN AMRO Bank N.V.
– address:
ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1503
Chicago, Illinois 60604
Attention: Tim Williams
Telephone: (312) 992-5197
Telecopy: (312) 992-5157
with a copy to:
ABN AMRO Bank N.V.
101 California Street, Suite 455
San Francisco, California 94111
Attention: Jamie Dillon
Telephone: (415) 984-3750
Telecopy: (415) 362-3524
If to any Lender, to it at the address
_____________
ABN AMRO BANK N.V., – Trustee under the VS
Trust 2000-2
By: /s/ VAL T. ORTON
--------------------------------------
Name: Val T. Orton
--------------------------------------
Title: Vice President
--------------------------------------
[signature pages continue]
71
<PAGE> 76
AGENT AND LENDERS: ABN AMRO BANK N.V., as a Lender and as the Agent
By: /s/ ELIZABETH R. MCCLELLAN
--------------------------------------
Name: Elizabeth R. McClellan
--------------------------------------
Title: Vice President
--------------------------------------
By: /s/ DAVID M. SHIPLEY
--------------------------------------
Name: David M. Shipley
--------------------------------------
Title:
_____________
dt 1471136
;
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO BANK N.V., – INSTITUTIONS WHICH
ARE PARTIES HERETO FROM TIME TO TIME,
as the Holders,
THE VARIOUS BANKS AND OTHER LENDING INSTITUTIONS WHICH
ARE PARTIES HERETO FROM TIME TO TIME,
as the Lenders,
ABN AMRO BANK N.V.,
as the Agent for the Lenders
and respecting the Security Documents,
as the Agent for the Lenders and the Holders,
to the extent of their interests,
CREDIT SUISSE FIRST
_____________
ABN AMRO BANK N.V., – other lending institutions
which are parties hereto from time to time as lenders (subject to the definition
of Lenders in Appendix A hereto, individually, a "Lender" and collectively, the
"Lenders"); ABN AMRO BANK N.V., as the agent for the Lenders and respecting the
Security Documents, as the agent for the Lenders and the Holders, to the extent
of their interests (in such capacity,
_____________
ABN AMRO Bank N.V.
– Holders, to each such Holder at the address set forth for
such Holder on Schedule I of the Trust Agreement.
If to the Agent, to it at the following address:
ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1503
Chicago, Illinois 60604
Attention: Tim Williams
Telephone: (312) 992-5197
Telecopy: (312) 992-5157
with a copy to:
ABN AMRO Bank N.V.
_____________
ABN AMRO Bank N.V.
– address:
ABN AMRO Bank N.V.
208 South LaSalle Street, Suite 1503
Chicago, Illinois 60604
Attention: Tim Williams
Telephone: (312) 992-5197
Telecopy: (312) 992-5157
with a copy to:
ABN AMRO Bank N.V.
101 California Street, Suite 455
San Francisco, California 94111
Attention: Jamie Dillon
Telephone: (415) 984-3750
Telecopy: (415) 362-3524
If to any Lender, to it at the address
_____________
ABN AMRO BANK N.V., – Trustee under the VS
Trust 2000-2
By: /s/ VAL T. ORTON
--------------------------------------
Name: Val T. Orton
--------------------------------------
Title: Vice President
--------------------------------------
[signature pages continue]
71
<PAGE> 76
AGENT AND LENDERS: ABN AMRO BANK N.V., as a Lender and as the Agent
By: /s/ ELIZABETH R. MCCLELLAN
--------------------------------------
Name: Elizabeth R. McClellan
--------------------------------------
Title: Vice President
--------------------------------------
By: /s/ DAVID M. SHIPLEY
--------------------------------------
Name: David M. Shipley
--------------------------------------
Title:
_____________
dt 1471136
;
|
Comerica Bank
As referenced in this Participation Agreement:
COMERICA BANK – Manager
--------------------------------------
78
<PAGE> 83
THE SUMITOMO BANK, LIMITED, as a Lender
By: /s/ AZAR SHAKERI
--------------------------------------
Name: Azar Shakeri
--------------------------------------
Title: Vice President and Manager
--------------------------------------
79
<PAGE> 84
COMERICA BANK - CALIFORNIA, as a Lender
By: /s/ ROBERT E. WAYS
--------------------------------------
Name: Robert E. Ways
--------------------------------------
Title: AVP
--------------------------------------
80
<PAGE> 85
FLEET NATIONAL BANK, as a Lender
By: /s/ WILLIAM
_____________
dt 1424247
;
Fleet National
As referenced in this Participation Agreement:
FLEET NATIONAL BANK, – President and Manager
--------------------------------------
79
<PAGE> 84
COMERICA BANK - CALIFORNIA, as a Lender
By: /s/ ROBERT E. WAYS
--------------------------------------
Name: Robert E. Ways
--------------------------------------
Title: AVP
--------------------------------------
80
<PAGE> 85
FLEET NATIONAL BANK, as a Lender
By: /s/ WILLIAM S. ROWE
--------------------------------------
Name: William S. Rowe
--------------------------------------
Title: Assistant Vice President
--------------------------------------
81
<PAGE> 86
WELLS FARGO BANK N.A., as a Lender
_____________
dt 1436964
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| 2002 |
Participation Agreement
Participation Agreement (443K)
Doc #1150556: Click preview link for longer preview.
PARTICIPATION AGREEMENT
dated as of September 26, 2001
among
ADOBE SYSTEMS INCORPORATED
as Lessee and Construction Agent,
SELCO SERVICE CORPORATION
Doing Business in California as
OHIO SELCO SERVICE CORPORATION) as Lessor,
VICTORY RECEIVABLES CORPORATION
as Note Purchaser,
THE VARIOUS FINANCIAL INSTITUTIONS PARTIES HERETO
as Liquidity Banks,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as Conduit Agent
and
KEYBANK NATIONAL ASSOCIATION
as Administrative Agent,
with
KEY GLOBAL FINANCE,
as Structuring Agent.
Lease Financing of Office Tower
Located . . .
1150556
|
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO Bank N.V., – means that certain Credit Agreement dated as of August 11, 1999, among the Lessee, as the borrower, the lenders who are parties to the agreement from time to time, and ABN AMRO Bank N.V., as administrative agent, or any agreement which supersedes or replaces such agreement.
"Lessor" means SELCO Service Corporation, an Ohio corporation doing business in California as Ohio SELCO Service Corporation,
_____________
dt 1471138
;
Adobe
As referenced in this Participation Agreement:
Adobe Systems Inc. – Instructions:
Bank:
Harris Bank
ABA Number:
071000288
Account Name:
Account Number:
1833201
Ref:
Adobe Systems
For further credit to:
Bank of Montreal, Chicago
Account Number:
1833201
Attn:
Client Services
Ref:
Adobe Systems Inc.
Domestic Lending Office:
115 South LaSalle Street, 12W
Chicago, Illinois 60603
Euro-Dollar Lending Office:
115 South LaSalle Street, 12W
Chicago, Illinois 60603
FLEET NATIONAL BANK
100 Federal Street
_____________
Adobe Systems Inc. – Chicago, Illinois 60675
Attention:
Ashish S. Bhagwat
Facsimile No.:
(312) 630-6062
Telephone No.:
(312) 630-6203
Wire Transfer Instructions:
Bank:
The Northern Trust Bank
ABA Number:
071000152
Account Name:
Adobe Systems Inc.
Account Number:
5186401000
Client Acct #:
02000279172
Ref:
Adobe Systems Inc.
Credit to:
Commercial Loan Dept.
Domestic Lending Office:
50 South LaSalle, 11th Floor
Chicago, Illinois 60675
Euro-Dollar Lending
_____________
Adobe Systems Inc. – 630-6062
Telephone No.:
(312) 630-6203
Wire Transfer Instructions:
Bank:
The Northern Trust Bank
ABA Number:
071000152
Account Name:
Adobe Systems Inc.
Account Number:
5186401000
Client Acct #:
02000279172
Ref:
Adobe Systems Inc.
Credit to:
Commercial Loan Dept.
Domestic Lending Office:
50 South LaSalle, 11th Floor
Chicago, Illinois 60675
Euro-Dollar Lending Office:
50 South LaSalle, 11th Floor
Chicago, Illinois 60675
SCHEDULE
_____________
dt 1323218
;
|
ABN AMRO Bank
As referenced in this Participation Agreement:
ABN AMRO Bank N.V., – means that certain Credit Agreement dated as of August 11, 1999, among the Lessee, as the borrower, the lenders who are parties to the agreement from time to time, and ABN AMRO Bank N.V., as administrative agent, or any agreement which supersedes or replaces such agreement.
"Lessor" means SELCO Service Corporation, an Ohio corporation doing business in California as Ohio SELCO Service Corporation,
_____________
dt 1471138
;
BNY
As referenced in this Participation Agreement:
Bank of New York
– 725 South Figueroa Street, Suite #2090
Los Angeles, California 90017
Attention:
Tjalling TerpstraDirector
Facsimile No.:
(213) 488-9602
Telephone No.:
(213) 488-9120
Wire Transfer Instructions:
Bank:
The Federal Reserve Bank of New York
ABA Number:
026007689 BNP Paribas
Account Name:
BNP/BNP Paribas San Francisco
Account Number:
ACA 14334000176
Ref:
Domestic Lending Office:
725 South Figueroa Street, Suite #2090
Los Angeles, California
_____________
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 the
_____________
dt 1586478
;
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Participation Agreement
Participation Agreement (390K)
Doc #1206764: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC.,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note . . .
1206764
|
Electronic Arts
As referenced in this Participation Agreement:
ELECTRONIC ARTS, INC. – 59
<TEXT>
<PAGE>
EXHIBIT 10.59
================================================================================
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC. ,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note Purchaser,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as the Conduit Agent,
_____________
ELECTRONIC ARTS, INC. – in such capacity, together with its
permitted successors and assigns, the "Lessee") and as the construction agent
(in such capacity, together with its permitted successors and assigns, the
"Construction Agent"); ELECTRONIC ARTS, INC. , a Delaware corporation, as the
guarantor (in such capacity, together with its permitted successors and assigns,
the "Guarantor"); SELCO SERVICE CORPORATION, an Ohio corporation doing business
in California as
_____________
ELECTRONIC ARTS, INC. – INC.,
as the Lessee
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS REDWOOD, INC.,
as the Construction Agent
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS, INC. ,
as the Guarantor
By: ________________________________________
Name: David L. Carbone
Title: Vice President - Finance
75
<PAGE>
SELCO SERVICE CORPORATION, doing
business in California as Ohio SELCO Service
Corporation,
_____________
Electronic Arts, Inc. – obligation to contribute to on behalf of participants
and which is guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA.
"Guarantor" means Electronic Arts, Inc. , a Delaware corporation, in
such capacity under the Operative Documents, together with its permitted
successors and assigns.
"Guaranty" means that certain Guaranty, substantially in the form of
Exhibit E
_____________
dt 1485028
;
Electronic Arts
As referenced in this Participation Agreement:
ELECTRONIC ARTS, INC. – 59
<TEXT>
<PAGE>
EXHIBIT 10.59
================================================================================
PARTICIPATION AGREEMENT
Dated as of December 6, 2000
among
ELECTRONIC ARTS REDWOOD, INC.,
as the Lessee and the Construction Agent,
ELECTRONIC ARTS, INC. ,
as the Guarantor,
SELCO SERVICE CORPORATION,
as the Lessor,
VICTORY RECEIVABLES CORPORATION,
as the Note Purchaser,
THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,
as the Conduit Agent,
_____________
ELECTRONIC ARTS, INC. – in such capacity, together with its
permitted successors and assigns, the "Lessee") and as the construction agent
(in such capacity, together with its permitted successors and assigns, the
"Construction Agent"); ELECTRONIC ARTS, INC. , a Delaware corporation, as the
guarantor (in such capacity, together with its permitted successors and assigns,
the "Guarantor"); SELCO SERVICE CORPORATION, an Ohio corporation doing business
in California as
_____________
ELECTRONIC ARTS, INC. – INC.,
as the Lessee
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS REDWOOD, INC.,
as the Construction Agent
By: ________________________________________
Name: Khuyen Dang
Title: Chief Financial Officer
ELECTRONIC ARTS, INC. ,
as the Guarantor
By: ________________________________________
Name: David L. Carbone
Title: Vice President - Finance
75
<PAGE>
SELCO SERVICE CORPORATION, doing
business in California as Ohio SELCO Service
Corporation,
_____________
Electronic Arts, Inc. – obligation to contribute to on behalf of participants
and which is guaranteed on termination in full or in part by the PBGC pursuant
to Title IV of ERISA.
"Guarantor" means Electronic Arts, Inc. , a Delaware corporation, in
such capacity under the Operative Documents, together with its permitted
successors and assigns.
"Guaranty" means that certain Guaranty, substantially in the form of
Exhibit E
_____________
dt 1485042
;
BNY
As referenced in this Participation Agreement:
Bank of New York – set forth in the daily
statistical release designated as the Composite 3:30 p.m. Quotations for U.S.
Government Securities, or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor publication, the
"Composite 3:30 p.m. Quotations") for such day under the caption "Federal Funds
Effective Rate". If on any relevant day, such rate
_____________
dt 1586690
;
|
Nova Scotia
As referenced in this Participation Agreement:
BANK OF NOVA SCOTIA, – Aditya Reddy
Title: Vice President
80
<PAGE>
KEYBANK NATIONAL ASSOCIATION,
as a Liquidity Bank
By: ________________________________________
Name: Mary K. Young
Title: Vice President
81
<PAGE>
THE BANK OF NOVA SCOTIA,
as a Liquidity Bank
By: ________________________________________
Name: Ed Kofman
Title: Director
82
<PAGE>
BARCLAYS BANK PLC,
as a Liquidity Bank
By: ________________________________________
Name: Marlene Wechselblatt
Title: Vice
_____________
dt 1340575
;
Barclays Bank
As referenced in this Participation Agreement:
BARCLAYS BANK PLC, – Mary K. Young
Title: Vice President
81
<PAGE>
THE BANK OF NOVA SCOTIA,
as a Liquidity Bank
By: ________________________________________
Name: Ed Kofman
Title: Director
82
<PAGE>
BARCLAYS BANK PLC,
as a Liquidity Bank
By: ________________________________________
Name: Marlene Wechselblatt
Title: Vice President
83
<PAGE>
BNP PARIBAS,
as a Liquidity Bank
By: ________________________________________
Name:
Title:
By: ________________________________________
Name:
_____________
dt 1402901
;
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Participation Agreement
Participation Agreement (334K)
Doc #1206792: Click preview link for longer preview.
PARTICIPATION AGREEMENT
Dated as of July 16, 2001
among
ELECTRONIC ARTS REDWOOD, INC., as the Lessee,
ELECTRONIC ARTS, INC.,
as the Guarantor,
FLATIRONS FUNDING, LIMITED PARTNERSHIP
as the Lessor,
SELCO SERVICE CORPORATION
and
SELCO REDWOOD, LLC,
. . .
1206792
| |