United states securities and exchange commission
Yüklə 2,11 Mb.
|
- Bu səhifədəki naviqasiya:
- Title Recorded Owner at USPTO Reg. No.
- Title App No. Filing Date
- Schedule 7.01 Existing Indebtedness
- Schedule 7.02 Existing Liens None. Schedule 7.03 Existing Investments
- Administrative Agent’s Office; Certain Addresses for Notices BORROWER
- EXHIBIT A FORM OF COMMITTED LOAN NOTICE
- EXHIBIT C-1 FORM OF INITIAL A LOAN NOTE
Patents :
(ii) with respect to each Mortgaged Property, such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as necessary to consummate the Transactions or as shall reasonably be deemed necessary by Administrative Agent in order for the owner or holder of the fee interest constituting such Mortgaged Property to grant the Lien contemplated by the Mortgage with respect to such Mortgaged Property; (iii) with respect to each Mortgage for a Mortgaged Property, a policy of title insurance (or marked up title insurance commitment having the effect of a policy of title insurance) insuring the Lien of such Mortgage as a valid second mortgage Lien on the Mortgaged Property and fixtures described therein in the amount equal to not less than 115% of the fair market value of such Mortgaged Property and fixtures, which policy (or such marked-up commitment) (each, a “ Title Policy ”) shall (A) be issued by the Title Company, (B) to the extent necessary, include such reinsurance arrangements (with provisions for direct access, if necessary) as shall be reasonably acceptable to Administrative Agent, (C) contain a “tie-in” or “cluster” endorsement, if available under applicable law (i.e., policies which insure against losses regardless of location or allocated value of the insured property up to a stated maximum coverage amount), (D) have been supplemented by such endorsements as shall be reasonably requested by Administrative Agent, if available under applicable law (including endorsements on matters relating to usury, first loss, last dollar, zoning, contiguity, revolving credit, doing business, non-imputation, public road access, survey, variable rate, environmental lien, subdivision, mortgage recording tax, separate tax lot, revolving credit, and so-called comprehensive coverage over covenants and restrictions), and (E) contain no exceptions to title other Customary Permitted Liens of the Credit Agreement or other exceptions reasonably acceptable to Administrative Agent. (iv) with respect to each Mortgaged Property, such affidavits, certificates, information (including financial data) and instruments of indemnification (including a so-called “gap” indemnification) as shall be required to induce the Title Company to issue the Title Policy/ies and endorsements contemplated above; (v) evidence reasonably acceptable to Administrative Agent of payment by Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies referred to above; (vi) with respect to each Real Property or Mortgaged Property, copies of all Leases in which Borrower or any Subsidiary holds the lessor’s interest or other agreements relating to possessory interests, if any. To the extent any of the foregoing affect any Mortgaged Property, such agreement shall be subordinate to the Lien of the Mortgage to be recorded against such Mortgaged Property, either expressly by its terms or, as reasonably required by Administrative Agent, pursuant to a subordination, non-disturbance and attornment agreement, and shall otherwise be reasonably acceptable to Administrative Agent; (vii) with respect to each Mortgaged Property, each Company shall have made all notifications, registrations and filings, to the extent required by, and in accordance with, all governmental real property disclosure requirements applicable to such Mortgaged Property; (viii) American Land Title Association/American Congress of Surveying and Mapping (ALTA/ACSM) surveys with respect to each Mortgaged Property, in form reasonably acceptable to Administrative Agent; (ix) A local counsel opinion with respect to each Mortgaged Property in form and substance reasonably satisfactory to Administrative Agent; (x) a completed Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property; (xi) evidence that flood insurance coverage has been issued plus proof of premium payment, or such other evidence of flood insurance reasonably satisfactory to Administrative Agent, if applicable; and (xii) lease estoppel certificates for only Mortgaged Property, where applicable.
Legend: @ Foreign Subsidiary; Not a Loan Party Schedule 7.02 Existing Liens None. Schedule 7.03 Existing Investments See Investments specified in Section 5.03 Schedule 7.20 Additional Charges • Margam • Templeborough • Teesside • Dunbar
• ARC • SKV40
Schedule 10.02 Administrative Agent’s Office; Certain Addresses for Notices BORROWER: Babcock & Wilcox Enterprises, Inc. The Harris Building 13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina 28277 Attention: Treasurer (with copy to General Counsel) Telephone: 980-365-4550 Telecopier: 704-625-4910 Electronic Mail: macarano@babcock.com Website Address: www.babcock.com U.S. Taxpayer Identification Number: 47-2783641 ADMINISTRATIVE AGENT: Lightship Capital LLC C/O American Industrial Partners 330 Madison Avenue, 28 th Floor New York, NY 10017 Attention: Credit Telephone: 212-627-2360 Telecopier: 917-791-8311 Electronic Mail: credit@americanindustrial.com EXHIBIT A FORM OF COMMITTED LOAN NOTICE Date:
Administrative Agent Ladies and Gentlemen: Reference is made to that certain Second Lien Credit Agreement, dated as of August 9, 2017 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement ;” the terms defined therein being used herein as therein defined), among BABCOCK & WILCOX ENTERPRISES, INC., a Delaware corporation, as the borrower thereunder, the Lenders and the Administrative Agent. The undersigned hereby requests a Borrowing 1. On ________________ (a Business Day). 2. In the amount of $____________. [Principal amount to be borrowed] -142- IN WITNESS WHEREOF, I have executed this Committed Loan Notice on the date first written above.
EXHIBIT B [Reserved]
The Borrower promises to pay interest on the unpaid principal amount of each Initial A Loan from the date of such Initial A Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement for such unpaid amount. This Initial A Note is one of the Notes referred to in the Credit Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Initial A Note is also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Initial A Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Initial A Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Initial A Note and endorse thereon the date, amount and maturity of its Initial A Loan and payments with respect thereto. In accordance with the Credit Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Initial A Note. The execution and delivery of this Initial A Note shall not constitute a novation of any indebtedness or other obligations owing to any Lender, the Administrative Agent or any other Secured Party under the Credit Agreement or any other Loan Document based on facts or events occurring or existing prior to the execution and delivery of this Initial A Note.
THIS INITIAL A NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, I have executed this Note on the date first written above.
Yüklə 2,11 Mb. Dostları ilə paylaş:
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||