Agreement of the Bank. The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agrees with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 3, to consent to the amendment of the Loan Agreement as set out in Clause 5 hereof.
Agreement of the Bank. The Bank, relying upon the representations and warranties on the part of the Borrower contained in clause 4, agrees with the Borrower that, subject to the terms and conditions of this Agreement and with effect on the Effective Date, the Bank consents and agrees to:
Agreement of the Bank. The Bank, relying upon the representations and warranties on the part of Relevant Parties contained in clause 4, agrees with the Borrower that, with effect on and from the Effective Date and subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before 13 July 2012 of the conditions contained in clause 5 and schedule 1, the Bank agrees to:
Agreement of the Bank. Subject to the terms and conditions of this Agreement, on the Date of Issuance and subject to satisfaction of the conditions set forth in Subparagraph (b) below, the Bank shall issue the Letter of Credit in the Stated Amount effective on the Date of Issuance.
Agreement of the Bank. 3.1 The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agree with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4, to consent to:
a. the amendment of the Margin;
b. the transfer of the total number of the issued and outstanding shares of the shareholders of the Borrower to the New Corporate Guarantor;
c. the release of the Existing Corporate Guarantor from its obligations under the Existing Corporate Guarantee and the replacement of the Existing Corporate Guarantor by the New Corporate Guarantor as Corporate Guarantor of the obligations of the Borrower under the Principal Agreement as hereby amended; and
d. the release of the Personal Guarantor from his obligations under his Personal Guarantee; and
e. the amendment of the Principal Agreement as set out in Clause 5 hereof; and the Bank has agreed so to do conditionally upon terms that (inter alia) the Principal Agreement shall be amended in the manner hereinafter set out.
Agreement of the Bank. The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agrees with the Borrowers, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 3, to consent to :
(a) the release of the Existing Shares Pledges and the transfer of the entire issued and outstanding share capital of each Borrower from the Existing Corporate Guarantor to the New Corporate Guarantor ; and
(b) the release of the Existing Corporate Guarantor from its obligations under the Existing Corporate Guarantee conditionally upon terms that (inter alia) the Principal Agreement shall be amended in the manner hereinafter set out.
Agreement of the Bank. 3.1 The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agree with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4, to consent to:
a. the amendment of the repayment schedule of the Loan;
b. the amendment of the Margin;
c. the release of each Personal Guarantor from his obligations under his Personal Guarantee;
d. the transfer of the total number of the issued and outstanding shares of the shareholders of the Borrower to the New Corporate Guarantor; and
e. the release of the Existing Corporate Guarantor and the Personal Guarantors from their respective obligations under the Existing Corporate Guarantee or as the case may be, the relevant Personal Guarantee and the replacement of the Existing Corporate Guarantor by the New Corporate Guarantor as Corporate Guarantor of the obligations of the Borrower under the Principal Agreement as hereby amended, and that the Principal Agreement be amended in the manner more particularly set out in Clause 5.1.
Agreement of the Bank. 3.1 The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agrees with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4, to consent to:
a. the amendment of the shareholders structure of the Borrower by adding the Pledgor, a corporation directly and fully-owned by the Newlead Corporate Guarantor, which in turn will be the sole shareholder of the Borrower;
b. the transfer by the Newlead Corporate Guarantor to the Pledgor of all its right, title and interest in the authorised and issued share capital of the Borrower; and
c. the amendment of Clauses 5.1 (h), 5.2 (j), 5.3(a)(i), 5.3(b) and 5.3(d)(i) as provided in the Newlead Guarantee Supplement and Amendment No. 2 executed or to be executed on the date hereof by the Newlead Corporate Guarantor;
d. the waiver to the covenants of the Borrower under Clause 8.2 (a) of the Principal Agreement for the period starting from the date hereof until the 31st December, 2012; and
e. the amendment of the Principal Agreement as set out in Clause 5 hereof.
Agreement of the Bank. 2.1 The Bank, relying upon the representations and warranties on the part of the Borrower contained in clause 4, agrees with the Borrower that, subject to the terms and conditions of this Agreement and, in particular but without prejudice to the generality of the foregoing, fulfillment on or before 16 April 2010 of the conditions contained in clause 5 and schedule 1, the Bank, with effect on the Effective Date:
2.1.1 waives for the period from 16 April 2010 until 1 January 2011, the application of clause 8.3.1 of the Loan Agreement Provided however that for the avoidance of doubt, such waiver shall not prejudice the Bank’s right to demand compliance by the Borrower, and the Borrower’s obligation to comply, with such clause immediately after the end of such period;
2.1.2 waives from 16 April 2010 and at all times thereafter the application of clauses 7.1.10, 8.2.14(b) and 10.1.28(b) of the Loan Agreement but only insofar as such clauses refer and relate to the ultimate beneficial ownership of the total issued voting share capital of the Corporate Guarantor;
2.1.3 waives from 16 April 2010 and at all times thereafter, the application of clauses 4.1.10 and 5.2.7(b) of the Corporate Guarantee but only insofar as such clauses refer and relate to the ultimate beneficial ownership of the total issued voting share capital of the Corporate Guarantor;
2.1.4 waives in relation to any financial period ending on or prior to 31 December 2010, the application of clause 5.3 of the Corporate Guarantee Provided however that, for the avoidance of doubt, such waiver shall not in any way prejudice the Bank’s right to demand compliance by the Corporate Guarantor, and the Corporate Guarantor’s obligation to comply, with such clause in relation to any financial period beginning on or after 1 January 2011; and
2.1.5 consents and agrees to the amendment of the Principal Agreement on the terms set out in clause 3.
Agreement of the Bank. The Bank, relying upon each of the representations and warranties set out in Clause 2 hereby agree with the Borrower, subject to and upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4 to consent to the discharge of the First Preferred Liberian Mortgage currently registered over the Vessel for the purpose of enabling the Borrower to register such Vessel in its ownership under the laws and flag of the Xxxxxxxx Islands under the new name “NEWLEAD XXXXXXXXX” and that the Principal Agreement and the Principal ISDA Master Agreement be amended in the manner more particularly set out in Clause 5.1.
