WHEREOF, the undersigned has hereunto set his name on behalf of the
Borrower, and not individually as of the date first set forth above.
BOARDWALK ACQUISITION COMPANY, LLC, as Borrower
By:
Name:
Title:
3
Exhibit 10.5
ANNEX I
RESOLUTIONS
4
Exhibit 10.5
ANNEX II
LIMITED LIABILITY COMPANY AGREEMENT
5
Exhibit 10.5
ANNEX III
CERTIFICATE OF FORMATION
6
Exhibit 10.5
ANNEX IV
INCUMBENCY
Name
Office
Signature
__________________
____________________
_______________________
__________________
____________________
_______________________
__________________
____________________
_______________________
__________________
____________________
_______________________
__________________
____________________
_______________________
1
Exhibit 10.5
The undersigned, being the [Assistant] Secretary of the Borrower, hereby
certifies that the persons whose names appear on the preceding page are duly
qualified and acting officers of the Borrower and the signatures appearing over
such names are their true signatures.
Dated as of the date first written above.
BOARDWALK ACQUISITION COMPANY,
LLC, as Borrower
By:
______
Name:
Title:
______
1
Exhibit 10.5
EXHIBIT C
TO
TERM LOAN AGREEMENT
OPINION LETTER
See Attached.
2
Exhibit 10.5
EXHIBIT D
TO
TERM LOAN AGREEMENT
FORM OF ASSIGNMENT AND ACCEPTANCE
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between
[the][each] Assignor identified in item 1 below ([the][each, an] "Assignor") and
[the][each] Assignee identified in item 2 below ([the][each, an] "Assignee").
[It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.] Capitalized
terms used but not defined herein shall have the meanings given to them in the
Term Loan Agreement identified below (as amended, supplemented, restated or
otherwise modified from time to time, the "Term Loan Agreement"), receipt of a
copy of which is hereby acknowledged by [the][each] Assignee. The Standard Terms
and Conditions set forth in Annex 1 attached hereto (the "Standard Terms and
Conditions") are hereby agreed to and incorporated herein by reference and made
a part of this Assignment and Acceptance as if set forth herein in full.
For an agreed consideration, [the][each] Assignor hereby irrevocably sells and
assigns to [the Assignee][the respective Assignees], and [the][each] Assignee
hereby irrevocably purchases and assumes from [the Assignor][the respective
Assignors], subject to and in accordance with the Standard Terms and Conditions
and the Term Loan Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of [the Assignor's][the
respective Assignors'] rights and obligations in [its capacity as a
Lender][their respective capacities as Lenders] under the Term Loan Agreement
and any other documents or instruments delivered pursuant thereto to the extent
related to the amount and percentage interest identified below of all of such
outstanding rights and obligations of [the Assignor][the respective Assignors]
under the Term Loan Agreement (including without limitation any letters of
credit, and guarantees included in the Term Loan Agreement) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of [the Assignor (in its capacity as a