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Title: |
Participation Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
Preview shows 5KB of 37KB total |
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Price: |
$38 |
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ID: |
#1056733 |
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<SEQUENCE>3
<FILENAME>exhibitb.txt
<DESCRIPTION>EXHIBIT B
<TEXT>
BG DRAFT
4/06/06
PARTICIPATION AGREEMENT
PARTICIPATION AGREEMENT (this "AGREEMENT") dated as of April 10, 2006
between LJH, LTD., a Texas limited partnership (the "SELLER"), and [OWL CREEK
OVERSEAS FUND, LTD.], a ____________________ (the "PARTICIPANT").
1. DEFINITIONS.
1.1. Capitalized terms used herein and not defined herein or in
Schedule 1 or Schedule 2 shall have the respective meanings attributed thereto
in the Credit Documents. In addition, as used herein, the following terms shall
have the following respective meanings:
"BORROWER" has the meaning given to it in Schedule 1.
"BUSINESS DAY" means any day that is not (a) a Saturday, (b) a Sunday
or (c) any other day on which commercial banks are authorized or required by law
to be closed in the City of New York.
"CREDIT AGREEMENT" has the meaning given to it in Schedule 1.
"CREDIT DOCUMENTS" means the Credit Agreement and all guarantees,
security agreements, pledge agreements, assignments, mortgages, deeds of trust,
letters of credit, reimbursement agreements, blocked account agreements, control
agreements, waivers, amendments, modifications, supplements and all agreements,
instruments and other documents executed and delivered in connection therewith.
"CLOSING DATE" means April 10, 2006.
"FEDERAL FUNDS RATE" means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New York, or, if such rate is not so published for
any day that is a Business Day, the average (rounded upwards, if necessary, to
the next 1/100 of 1%) of the quotations for such day for such transactions
received by the Parties from three federal funds brokers of recognized standing
selected by the Parties. For a day that is not a Business Day, the Federal Funds
Rate shall be the rate applicable to federal funds transactions on the
immediately preceding day for which such rate is reported.
"FUTURE LOAN" means each advance or loan hereafter made pursuant to the
Specified Commitments.
"LOANS" means, collectively, (a) the Loans in the amounts specified in
Schedule 1 and (b) the Future Loans, and includes in each case the notes (if
any) evidencing such Loans issued under the Credit Agreement.
1
<PAGE>
"OBLIGORS" means, collectively, the Borrowers and each guarantor,
pledgor, collateral grantor, or other Person directly or indirectly obligated in
respect of the Loans, including each of the Guarantors Party to the Credit
Agreement.
"PARTICIPANT'S ACCOUNT" has the meaning given to it in Schedule 2.
"PARTICIPANT'S PERCENTAGE" has the meaning given to it in Schedule 2.
"PARTICIPANT'S SHARE" means, with respect to any Loan or payment, an
amount equal to the Participant's Percentage of the principal amount of such
Loan or the amount of such payment, as applicable.
"PARTICIPATION" has the meaning given to it in Section 2.
"PARTY" means the Participant or the Seller, as applicable.
"PERSON" means any individual, corporation, estate, trust, business
trust, joint venture, association, partnership, limited liability company,
government, government agency or political subdivision or other legal entity.
"PURCHASE PRICE" has the meaning given to it in Schedule 2.
"SPECIFIED COMMITMENTS" has the meaning given to it in Schedule 1.
"SELLER'S ACCOUNT" has the meaning given to it in Schedule 2.
1.2. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. This Agreement includes the
Schedules attached hereto and any documents attached as exhibits to the
Agreement. The Schedules attached hereto may supplement, change, or supersede
other provisions of this Agreement; if there is any inconsistency between the
provisions of said Schedules and the other provisions of this Agreement, said
Schedules will prevail. The words "include", "includes" and "including" shall be
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