Waivers; Cumulative Remedies
68
10.3
Expenses; Indemnity; Damage Waiver
68
10.4
Holidays
69
10.5
Notices; Effectiveness; Electronic Communication
69
ii
10.6
Severability
70
10.7
Duration; Survival
70
10.8
Successors and Assigns
70
10.9
Confidentiality
73
10.10
Counterparts; Integration; Effectiveness
74
10.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL
74
10.12
USA Patriot Act Notice
75
iii
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID SCHEDULE 1.1(B)
-
COMMITMENTS OF
LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P)
-
PERMITTED LIENS
SCHEDULE 5.1.1
-
QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2
-
EXISTING SUBSIDIARIES SCHEDULE 5.1.5
-
LITIGATION SCHEDULE 5.1.10
-
PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.14
-
ENVIRONMENTAL DISCLOSURES SCHEDULE 5.1.15
-
CURRENT ORGANIZATIONAL CHART
SCHEDULE 6.1.1(iv)
-
OPINION OF COUNSEL SCHEDULE 6.1.1(xii)
-
LANDLORD'S WAIVERS SCHEDULE 7.1.3
-
INSURANCE REQUIREMENTS RELATING TO
COLLATERAL SCHEDULE 7.1.10
-
POST-CLOSING LANDLORD'S WAIVERS REQUIREMENTS
SCHEDULE 7.2.1
-
PERMITTED INDEBTEDNESS EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1)
-
GUARANTOR
JOINDER EXHIBIT 1.1(G)(2)
-
GUARANTY AGREEMENT EXHIBIT 1.1(I)(1)
-
INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2)
-
INTERCOMPANY SUBORDINATION
AGREEMENT EXHIBIT 1.1(L)
-
LOCKBOX AGREEMENT EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE EXHIBIT
1.1(N)(3)
-
TERM LOAN NOTE EXHIBIT 1.1(P)(1)
-
PLEDGOR JOINDER
EXHIBIT 1.1(P)(2)
-
PLEDGE AGREEMENT EXHIBIT 1.1(S)
-
SECURITY
AGREEMENT EXHIBIT 2.4
-
LENDER JOINDER EXHIBIT 2.5
-
LOAN REQUEST
EXHIBIT 2.5.2
-
SWING LOAN REQUEST EXHIBIT 6.1.1(xiii)
-
LANDLORD'S
WAIVER EXHIBIT 7.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
iv
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
March 29, 2011 and is made by and among the BORROWER (as hereinafter defined),
each of the GUARANTORS (as hereinafter defined), each of the LENDERS (as
hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Administrative Agent"), SUNTRUST BANK, as
Syndication Agent, and BANK OF AMERICA, N.A., as Documentation Agent.
The Borrower has requested the Lenders to provide (i) a revolving credit
facility to the Borrower in an aggregate principal amount not to exceed
$300,000,000 and (ii) a $25,000,000 term loan facility. In consideration of
their mutual covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto covenant and agree as follows:
This Agreement and the documents executed and delivered in connection herewith
replace and supersede in their entirety the Credit Agreement by and among the
parties dated as of January 28, 2009 and all documents executed and delivered in
connection therewith.
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere in
this Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Account Receivable shall mean, individually, each account receivable of the
Borrower and, collectively, all accounts receivable of the Borrower. All
Accounts Receivable shall be subject to the Lenders' Prior Security