Amendments and Consent to Credit Agreement. 1. Section 3.01(b) of the Credit Agreement is hereby amended by deleting the first sentence appearing in said Section in its entirety and inserting the following new sentence in lieu thereof:
Amendments and Consent to Credit Agreement. Effective as of the Second Amendment Effective Date (as defined below):
Amendments and Consent to Credit Agreement. 1. Section 1.01 of the Credit Agreement is hereby amended by inserting the following new clause (g) at the end of said Section:
Amendments and Consent to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or in any other Credit Documents, the Lenders hereby (i) consent to the release of the security interests in that certain parcel of Real Property owned by Standard Fruit Company de Costa Rica, S.A. identified by “Property Registry Number 1-000000-000” and located in Distrito Merced, San Jxxx, Costa Rica (the “San Jxxx Property”), which security interests were granted in favor of Banco Cuscatlan, as trustee for the Collateral Agent and the other Secured Creditors, by means of a guaranty trust formed pursuant to a public deed executed on June 3rd, 2003 (the “Existing Guaranty Trust”) and (ii) authorize the Collateral Agent to execute such documents, agreements and/or instruments and take such other actions as may be necessary to effectuate such release; provided that, if the San Jxxx Property has a Fair Market Value of greater than $5,000,000, then the San Jxxx Property will be subjected to a Lien in favor of the Collateral Agent for the benefit of the Secured Creditors pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent within 45 days (or such longer time as may be reasonably agreed to by the Collateral Agent) after the release of the San Jxxx Property from the Existing Guaranty Trust unless the Collateral Agent determines that the cost of creating an enforceable Lien over the San Jxxx Property in favor of the Collateral Agent is excessive in relation to the benefits to the Secured Creditors afforded thereby.
Amendments and Consent to Credit Agreement. 1. Notwithstanding anything to the contrary contained in the Credit Agreement or in any other Credit Documents, the Lenders hereby (i) consent to the release of the security interests in (x) that certain parcel of Real Property owned by Standard Fruit Company de Costa Rica, S.A. identified as "Property Number 0-00000-000" and located in Horquetas, Sarapiqui, Heredia, Costa Rica, which security interests were granted in favor of Banco Cuscatlan, as trustee for the Collateral Agent and the other Secured Creditors, by means of a guaranty trust formed pursuant to a public deed executed on June 3rd, 2003 and (y) certain other immaterial parcels of Real Property located in Costa Rica designated by Holdings to the Collateral Agent and otherwise acceptable to the Collateral Agent, and (ii) authorize the Collateral Agent to execute such documents, agreements and/or instruments and take such other actions as may be necessary to effectuate each such release.
Amendments and Consent to Credit Agreement. 1. Notwithstanding anything to the contrary contained in subsection 2.4B(iii)(e)(I) or 7.5 of the Credit Agreement or elsewhere in the Credit Agreement, the Lenders hereby agree that (I) Net Common Equity Proceeds received by Holdings during the period commencing on the Second Amendment Date and ending on September 30, 2004 from a Qualified IPO in an aggregate amount not to exceed $150,000,000 (the “2004 IPO Proceeds”) shall not be required to be applied as a mandatory repayment of Loans and/or a permanent reduction to the Revolving Loan Commitments on the date of receipt thereof as otherwise required by the terms of subsection 2.4B(iii)(e)(I) of the Credit Agreement, so long as (i) no Potential Event of Default or Event of Default then exists, and (ii) all of such 2004 IPO Proceeds shall have been promptly (and, in any event within 3 Business Days following such Qualified IPO) contributed by Holdings to Borrower as a cash common equity contribution and (II) Borrower may redeem New Senior Subordinated Notes pursuant to, and in accordance with the requirements of, the “clawback” provisions of the New Senior Subordinated Note Indenture (and pay call premiums and accrued but unpaid interest owing in connection therewith), so long as (i) the aggregate amount of cash used to redeem New Senior Subordinated Notes (and pay all call premiums and accrued but unpaid interest owing in connection therewith) does not exceed the amount of the 2004 IPO Proceeds received by Holdings and (ii) any such New Senior Subordinated Notes so redeemed are permanently retired and/or cancelled promptly after such redemption; provided, however, that, if Borrower shall not have utilized cash equal to the full amount of the 2004 IPO Proceeds received by it to redeem New Senior Subordinated Notes (and to pay all call premiums and accrued and but unpaid interest owing in connection therewith and the reasonable expenses of Holdings and Borrower incurred in connection with the redemption of New Senior Subordinated Notes pursuant to clause (II) above) prior to the 121st day following the consummation of the Qualified IPO giving rise to the 2004 IPO Proceeds, then on such 121st day Borrower shall prepay the Loans and/or the Revolving Loan Commitments shall be permanently reduced (in accordance with the requirements of subsections 2.4B(iv)(b) and (c) of the Credit Agreement) in an amount equal to 100% of the 2004 IPO Proceeds not so utilized by Borrower to redeem New Senior Subordinated Notes (...
