Amendment to Existing Documents. The Company and the Guarantors, and, subject to the satisfaction of the conditions set forth in Section 3 hereof, the Holders, each hereby consents and agrees that the Existing Note Purchase Agreement is hereby amended in the manner and as specified in Exhibit A to this Agreement (such amendment provided for in Exhibit A is herein collectively referred to as the "Note Purchase Agreement Amendment").
Amendment to Existing Documents. The Company and the Guarantors, and, subject to the satisfaction of the conditions set forth in Section 3 hereof, the Holders, each hereby consent and agree that:
(a) the Existing Note Purchase Agreement is hereby amended in the manner and as specified in Exhibit A to this Agreement (such amendment provided for in Exhibit A is herein collectively referred to as the "Note Purchase Agreement Amendment"); and
(b) Section 2.18 of the Joint and Several Guaranty is hereby amended to read in full as follows:
(a) Notwithstanding anything in Section 2.1 or elsewhere in this Guaranty or any other Financing Document to the contrary, the obligations of each Guarantor under this Guaranty shall at each point in time be limited to an aggregate amount equal to the greatest amount that would not result in such obligations being subject to avoidance, or otherwise result in such obligations being unenforceable, at such time under applicable law (including, without limitation, to the extent, and only to the extent, applicable to each Guarantor, Section 548 of the Bankruptcy Code of the United States of America and any comparable provisions of the law of any other jurisdiction, any capital preservation law of any jurisdiction and any other law of any jurisdiction that at such time limits the enforceability of the obligations of such Guarantor under this Guaranty).
(b) For purposes of determining the obligations of the Guarantors under this Guaranty it shall be assumed that: (i) any and all stated obligations of any one or more of Guarantors in favor of one or more commercial banks existing at any time on or after the Closing Date and prior to July 15, 1997 were fully satisfied with the proceeds of loans made under the Credit Facility and such loans were made on the Closing Date; (ii) the Guarantors received $350,000,000 of the proceeds of loans made pursuant to the Credit Facility on the Closing Date and such loans remained outstanding at all times after the Closing Date until all obligations under the Credit Facility shall have been fully satisfied; and (iii) on the Closing Date the Guarantors were relieved of obligations in an aggregate amount equal to the aggregate principal amounts of the Notes issued on the Closing Date in consideration for such Guarantors entering into this Guaranty."
Amendment to Existing Documents. Contemporaneously herewith, the Parties agree to execute and deliver (i) an amendment in substantially the form attached hereto as Exhibit B to that certain Contribution Agreement dated as of July 15, 2009 among ETI, EES, CWP and Xxxxxxx Capital Group, LLC, a Montana limited liability company, as amended (the “Contribution Agreement”) and (ii) an amendment in substantially the form attached hereto as Exhibit C to that certain Amended and Restated Limited Liability Company Agreement of Ecosphere Energy Services, LLC dated as of July 15, 2009 among the Parties, as amended (the “LLC Agreement”).
Amendment to Existing Documents. The Existing Documents shall be amended as set forth below, effective on the date on which all of the conditions set forth in Section 6 hereof are satisfied or waived by the applicable party (the "EFFECTIVE DATE").
