Agreements and Acknowledgements. (a) The Lenders agree that on or after the effective date of this Amendment, and prior to August 19, 2009, the Lenders shall release up to $6,400,000 of the amounts on deposit in the Debt Service Reserve Account of Borrower 2 to the Borrowers, on the following terms
(i) the Loan Parties shall have provided to the Lenders such projections, budgets, and information regarding the intended application of such funds as shall have been requested by the Lenders and which shall be satisfactory to the Lenders, (ii) such funds shall be utilized only in accordance therewith, (iii) such funds shall be utilized only after the application of all other available funds of the Parent and its Subsidiaries, and (iv) an amount equal to the aggregate amount of all Released Amounts shall be deposited by the Borrowers into the Debt Service Reserve Account of Borrower 2 on or before the earlier of (A) August 24, 2009, and (B) the receipt by the Parent or any of its Affiliates of proceeds from a Debt issuance or offering of Equity Interests by the Parent or any of its Subsidiaries. The Borrowers may loan any Released Amounts to the Parent. The Borrowers (or either of them) may make no more than 5 requests (in the aggregate for both Borrowers) for Released Amounts, which requests must (x) be received by the Facility Agent at least 2 Business Days prior to date on which such amounts are requested to be released, (y) specify the amount requested to be released, and (z) include a certification by a Responsible Officer as to the application of the requested amounts in detail reasonably satisfactory to the Facility Agent.
(b) In consideration of the release of the Lenders’ Liens with respect to Rig 3 and Rig 4, the amendments provided in this Amendment, and the release of funds from the Debt Service Reserve Account of Borrower 2 to bridge the Parent’s and the Borrowers’ liquidity shortfall, fees shall be paid to the Lenders as follows: (i) an amendment and lien release fee of $100,000 (in the aggregate) shall be payable upon signing of this Amendment, (ii) an additional amendment fee, with respect to the Lenders’ agreement in Section 3(a) above, in the amount of $650,000 (in the aggregate) shall be payable to the Lenders on the earlier of (A) August 24, 2009, and (B) the receipt by the Parent or any of its Affiliates of proceeds from a Debt issuance or offering of Equity Interests by the Parent or any of its Subsidiaries, and (iii) if any amounts are released from Borrower 2’s Debt Serv...
Agreements and Acknowledgements. Each of the Loan Parties hereby agrees, confirms and acknowledges as follows:
(a) As of the Amendment Effective Date (defined below), each Loan Party continues to be in compliance with all of the terms and provisions set forth in the Forbearance Agreement (as amended by this Amendment).
(b) As of the Amendment Effective Date, the representations and warranties set forth in the recitals hereto and in the Forbearance Agreement are true and correct with the same effect as though such representations and warranties had been made on the date hereof.
(c) The Forbearance Agreement (as amended by this Amendment) has been duly executed and delivered on each Loan Party’s behalf by a duly authorized officer, and constitutes each Loan Party’s legal, valid and binding obligation enforceable in accordance with its terms.
(d) The Administrative Agent and Lenders party hereto represent and warrant that the Lenders party hereto, on and as of the date hereof, collectively hold Loans having an aggregate principal amount greater than a majority of the outstanding Loans on the date hereof and, such Lenders collectively constitute the Required Lenders. By executing this Amendment, the Lenders party hereto hereby request that the Administrative Agent execute this Amendment.
Agreements and Acknowledgements. Each Loan Party hereby agrees, confirms and acknowledges as follows:
(a) As of the Amendment Effective Date (as defined below), the Borrower is indebted to the Lenders in an aggregate amount of $1,208,601,511, comprised of (i) $20,000,000 in Revolving Loan Commitments and $0 in Revolving Loans outstanding, (ii) $1,129,478,742 in Term Loan Commitments and $1,129,478,742 in Term Loans outstanding, and (iii) $59,122,769 of PIK Loans, plus accrued but unpaid interest, plus the costs and expenses incurred by the Agent and the Lenders and payable under the Finance Documents.
(b) As of the Amendment Effective Date, each Loan Party continues to be in compliance with all of the terms and provisions set forth in the Waiver and Forbearance Agreement (as amended by the Prior Amendments and this Amendment).
(c) As of the Amendment Effective Date, the representations and warranties set forth in the recitals hereto and in the Waiver and Forbearance Agreement (as amended by the Prior Amendments) are true and correct with the same effect as though such representations and warranties had been made on the date hereof.
(d) The Waiver and Forbearance Agreement (as amended by the Prior Amendments and this Amendment) has been duly executed and delivered on each Loan Party’s behalf by a duly authorized officer, and constitutes each Loan Party’s legal, valid and binding obligation enforceable in accordance with its terms.
Agreements and Acknowledgements. As an inducement to the willingness of the Company to enter into this Agreement, and as a condition to the Company’s agreements under Section 1 above, you hereby agree as follows:
Agreements and Acknowledgements. The Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully understands all provisions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and this Agreement. The Participant further agrees to notify the Company upon any change in the residence address indicated above. Further, the Participant acknowledges and agrees that (i) this Agreement may be executed in two or more counterparts, each of which will be an original and all of which together will constitute one and the same instrument, (ii) this Agreement may be executed and exchanged using facsimile, portable document format (PDF) or electronic signature, which, in each case, will constitute an original signature for all purposes hereunder, and (iii) such signature by the Company will be binding against the Company and will create a legally binding agreement when this Agreement is countersigned by the Participant. PARTICIPANT: SAREPTA THERAPEUTICS, INC. Signature By Print Name Title
Agreements and Acknowledgements. 2.01 Each Obligor hereby agrees, confirms and acknowledges as follows:
(a) As of the date hereof, (i) each Obligor is in compliance with all of the terms and provisions set forth in the Forbearance Agreement, as amended by this Amendment, and (ii) other than the Specified Default, no Event of Default has occurred and is continuing under the Secured Notes.
(b) The representations and warranties set forth in the Forbearance Agreement are true and correct with the same effect as though such representations and warranties had been made on the date hereof; provided, that the Company will be required to file an additional Current Report on Form 8-K with the Securities and Exchange Commission (in a manner that complies with Section 4.04 of the Agreement) with respect to its entry into this Amendment.
(c) The Forbearance Agreement, as amended by this Amendment, has been duly executed and delivered on each Obligor’s behalf by a duly authorized officer, and constitutes each Obligor’s legal, valid and binding obligation enforceable in accordance with its terms.
Agreements and Acknowledgements. Each Loan Party acknowledges and agrees that as of the Effective Date, the (i) outstanding principal amounts of the Indebtedness in respect of the Term Loans are €90,265,282.04 and $533,465,152.68 and (ii) aggregate amount of accrued and unpaid interest on the Term Loans under the Credit Agreement are €1,992,265.84 and $14,130,279.73. Each Loan Party acknowledges and agrees that such Obligations, together with all other outstanding Obligations owed or owing pursuant to the terms of the Loan Documents, including interest, fees, expenses and other charges, are validly owed or owing thereunder, and each Loan Party is jointly and severally obligated with respect thereto (the foregoing amounts in clauses (i) and (ii) are hereafter collectively referred to as the “Current Outstanding Obligations”). The foregoing amounts do not include other fees, expenses (including professional fees and expenses), and other Obligations and amounts which are chargeable or otherwise reimbursable under the Credit Agreement and the other Loan Documents or which are payable pursuant to this Forbearance and Amendment. As of the Effective Date, neither the Company nor any other Loan Party has any rights of offset, defenses, claims or counterclaims with respect to the Current Outstanding Obligations or any of the other Obligations or any payment obligation under this Forbearance and Amendment, and each Loan Party is jointly and severally obligated with respect thereto, in each case, in accordance with the terms of the applicable Loan Documents and, with respect to payment obligations hereunder, this Forbearance and Amendment.
Agreements and Acknowledgements. Each of Seller and TVM hereby agrees that the covenants set forth in this Section 6.06 are reasonable under the circumstances. Each of Seller and TVM hereby acknowledges and agrees that it has received sufficient consideration and other benefits hereunder and in connection with the transactions contemplated by this Agreement to clearly justify the restrictions contained in this Section 6.06. Each of Seller and TVM has carefully considered the nature and extent of the restrictions placed upon it, and hereby acknowledges and agrees that it has been advised by counsel that such restrictions are reasonable in time, scope and geographic area and do not confer a benefit upon Buyer disproportionate to the detriment of Seller and TVM.
Agreements and Acknowledgements. Seller and Parent each hereby agree that the covenants set forth in this Section 6.07 are reasonable under the circumstances. Seller and Parent each hereby acknowledge and agree that it has received sufficient consideration and other benefits hereunder and in connection with the transactions contemplated by this Agreement to clearly justify the restrictions contained in this Section 6.07. Each of Seller and Parent has carefully considered the nature and extent of the restrictions placed upon it, and hereby acknowledges and agrees that it has been advised by counsel that such restrictions are reasonable in time, scope and geographic area and do not confer a benefit upon Buyer disproportionate to the detriment of Seller, and/or Parent.
Agreements and Acknowledgements. The above named Employee where applicable, agrees as follows: