by Administrative Agent
69
10.5 Delegation of Duties
69
10.6 Resignation of Administrative Agent
70
10.7 Non-Reliance on Administrative Agent and Other Lenders
70
10.8 Reserved
70
10.9 Reserved
71
10.10 Authorization to Release Collateral and Guarantors
71
10.11 No Reliance on Administrative Agent's Customer Identification Program
71
11. MISCELLANEOUS
71
11.1 Modifications, Amendments or Waivers
71
11.1.1 Increase of Commitment
71
11.1.2 Extension of Payment; Reduction of Principal Interest or Fees;
Modification of Terms of Payment
71
11.1.3 Release of Collateral or Guarantor
72
11.1.4 Miscellaneous
72
11.2 No Implied Waivers; Cumulative Remedies
72
11.3 Expenses; Indemnity; Damage Waiver
72
11.3.1 Costs and Expenses
72
11.3.2 Indemnification by the Borrower
73
11.3.3 Reimbursement by Lenders
73
11.3.4 Waiver of Consequential Damages, Etc.
74
11.3.5 Payments
74
11.4 Holidays
74
11.5 Notices; Effectiveness; Electronic Communication
74
11.5.1 Notices Generally
74
11.5.2 Electronic Communications
75
11.5.3 Change of Address, Etc.
75
11.6 Severability
75
11.7 Duration; Survival
75
11.8 Successors and Assigns
76
11.8.1 Successors and Assigns Generally
76
11.8.2 Assignments by Lenders
76
11.8.3 Register
77
11.8.4 Participations
78
11.8.5 Certain Pledges; Successors and Assigns Generally
79
11.9 Confidentiality
79
11.9.1 General
79
11.9.2 Sharing Information With Affiliates of the Lenders
79
11.10 Counterparts; Integration; Effectiveness
80
11.10.1 Counterparts; Integration; Effectiveness
80
11.11 CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
PROCESS; WAIVER OF JURY TRIAL
80
11.11.1 Governing Law
80
11.11.2 SUBMISSION TO JURISDICTION
80
11.11.3 WAIVER OF VENUE
81
11.11.4 SERVICE OF PROCESS
81
11.11.5 WAIVER OF JURY TRIAL
81
11.12 USA Patriot Act Notice
81
v
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 6.1.1
-
QUALIFICATIONS TO DO BUSINESS SCHEDULE
6.1.2
-
SUBSIDIARIES SCHEDULE 6.1.4
REQUIRED CONSENTS SCHEDULE 6.1.5
LITIGATION SCHEDULE 6.1.7
MATERIAL ADVERSE CHANGE SCHEDULE 6.1.10
INTELLECTUAL PROPERTY SCHEDULE 6.1.14
-
ENVIRONMENTAL DISCLOSURES
SCHEDULE 8.1.3
-
INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE
8.2.1
-
PERMITTED INDEBTEDNESS SCHEDULE 9.1.6
-
FINAL JUDGMENTS OR
ORDERS 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)(2)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE EXHIBIT 2.5
-
LENDER
JOINDER EXHIBIT 2.5.1
-
LOAN REQUEST EXHIBIT 5.9.7(A)
-
U.S. TAX
COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S.
Federal Income Tax Purposes) EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE
CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes) EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE
(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax
Purposes) EXHIBIT 5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign
Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT
8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vi
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
August 9, 2012 and is made by and among SL INDUSTRIES, INC., a New Jersey
corporation (the "Parent Borrower")