Conditions of Effectiveness of this Agreement. The effectiveness of this Amendment is expressly conditioned upon satisfaction of each of the following conditions precedent:
Conditions of Effectiveness of this Agreement. This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “First Amendment Effective Date”):
a. The Administrative Agent’s receipt of the following, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) this Agreement, duly executed by the Borrower, the Subsidiary Guarantors, the Administrative Agent and each of the Revolving Credit Lenders;
(ii) an executed written consent directing the Administrative Agent to execute this Agreement on its behalf in the form of Exhibit A hereto (each, a “Lender Consent”) from all of the Term B-1 Lenders; 96695830_4
(iii) a certificate of a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same, certified as of a recent date by the appropriate Governmental Authority in its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party have not been amended since the date of the last delivered certificate, or if they have been amended, attached thereto are true, correct and complete copies of the same and (C) attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and any related documentation;
(iv) an opinion from Xxxxxxxxx Xxxxxxx XXX, Xxx Xxxx counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent; and
(v) (A) a Notice of Borrowing with respect to the Term B-1 Loans, and (B) a Notice of Prepayment with respect to the prepayment of the Term B-1 Loans required to be made pursuant to Section 4.4(a) of the Credit Agreement;
b. The Lenders shall have received on or prior to the First Amendment Effective Date, all documentation and other information reasonably requested by them in writing at least three (3) Business Days prior to the...
Conditions of Effectiveness of this Agreement. This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Effective Date”):
(a) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Credit Party, each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel:
(i) this Agreement, duly executed by each of the Credit Parties existing as of the Effective Date, the Administrative Agent and Incremental Term A-1 Loan Lenders;
(ii) a Term A Loan Note executed by the Borrower in favor of each Incremental Term A-1 Loan Lender that has requested a Term A Loan Note at least two (2) Business Days in advance of the Effective Date;
(iii) a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of resolutions duly adopted by the board of directors (or other governing body) of each Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement;
(iv) a certificate of a Responsible Officer of the Borrower certifying that all of the requirements in the definition of “Permitted Acquisition” have been satisfied or will be satisfied on or prior to the consummation of the Acquisition; and
(v) an opinion from counsel to the Credit Parties, in form and substance reasonably satisfactory to the Administrative Agent.
(b) The Acquisition shall, substantially concurrently with the funding of the Incremental Term A-1 Loan, be (or shall have been) consummated in accordance with the Purchase Agreement in all material respects without giving effect to any amendments, waivers, modifications, or consents thereof that are materially adverse to the Lenders in their capacities as such, unless such amendments, waivers, modifications, or consents are approved in writing by the Administrative Agent.
(c) No Event of Default shall have occurred and be continuing immediately prior to or after giving effect to this Agreement, the making of the Incremental Term A-1 Loan and the Acquisition.
(d) The Borrower shall have paid all fees and expenses of the Incremental Term A-1 Loan Lenders, the Administrative Agent and Xxxxx Fargo Securities, LLC required to be paid on the Effective Date (including, without limitation, all fees...
Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only when:
(a) The Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank;
(b) The Agent shall have received the Updated 13-Week Cash Flow Forecast (as defined below) in form and substance acceptable to the Agent;
(c) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders party thereto have agreed to continue to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;
(d) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Xxxxx United, LLC agrees to forbear from exercising its rights against PEI, Pacific Ethanol California, Inc., and Pacific Ag Products, LLC, pursuant to the terms of that certain Loan Restructuring Agreement dated as of November 7, 2008 and the other instruments referred to therein, for a forbearance period co-terminous with the Forbearance Period and such forbearance shall be in full force and effect;
(e) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and
(f) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors).
Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the first date (the "EFFECTIVE DATE") that (i) the Agent and the Borrower shall have received counterparts of this Agreement executed by the Borrower, each Guarantor, the Agent and the Required Lenders and (ii) each of the following conditions precedent shall have been satisfied:
(a) The Borrower shall have paid to the Agent, for the benefit of each of the Lenders listed in Schedule I hereto, an aggregate principal amount of $12,500,000; such amount being a voluntary repayment of an aggregate principal amount of $12,500,000 of the Advance.
(b) No event shall have occurred and be continuing that constitutes a Default, other than the Existing Defaults.
(c) Verizon shall have executed and delivered a standstill agreement, in form and substance satisfactory to the Agent, agreeing to forbear from taking actions of the type specified in Section 3(d) for so long as the standstill provisions under Section 1 (and Section 5, if applicable), and the waiver in Section 6, are in full force and effect.
(d) The Borrower shall have paid all fees and expenses of the Agent which have been invoiced on or prior to the date hereof (including the accrued fees and expenses and retainers of all counsel and the financial adviser to the Agent).
Conditions of Effectiveness of this Agreement. This Agreement shall become effective on the date (the “Effective Date”) subject to the satisfaction (in a manner satisfactory to the Agent) (or waiver by the Agent and the Required Lenders party hereto) of only the following conditions precedent:
(a) the Agent (or its counsel) shall have received from (I) Lenders that constitute the Required Lenders as of the Effective Date, (II) the Agent, and (III) the Company, an executed counterpart of this Agreement; (b) the Company shall have delivered to the Agent a certificate of an authorized officer of the Company, dated the Effective Date, stating that the representations and warranties of the Company contained in Section 2 of this Agreement are correct; (c) the Company shall have delivered to the Agent a favorable written opinion (addressed to the Agent and the Lenders and dated the Effective Date) of Xxxxxx & Bird LLP reasonably acceptable to the Agent; (d) at least three (3) days prior to the Effective Date, the Company shall have provided the documentation and other information about the Company that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S. Patriot Act and the Beneficial Ownership Regulation, to the extent such information was reasonably requested by the Lenders in writing at least five (5) Business Days prior to the Effective Date; and (e) the Company shall have paid all fees, costs and expenses due and payable to the Agent, for itself and on behalf of the Lenders, or its counsel on the Effective Date and (in the case of expenses) for which the Company has received an invoice at least three (3) Business Days prior to the Effective Date (provided that such invoice may reflect an estimate and/or only costs processed to date and shall not thereafter preclude a final settling of accounts between the Company and the Agent, including with respect to fees, costs or expenses incurred prior to the Effective Date).
Conditions of Effectiveness of this Agreement. This Agreement shall become effective as the date first written above (the “Effective Date”) upon the Administrative Agent’s receipt of (a) counterparts of this Agreement duly executed each EaglePicher Party, the Committed Purchaser, the Collateral Agent and the Administrative Agent and (b) an amendment fee in an amount equal to $100,000 in immediately available funds (which shall be fully earned and non-refundable as of the date paid).
Conditions of Effectiveness of this Agreement. This Agreement shall become effective as of the date hereof (the “Effective Date”) when, and only when:
(a) The Agent shall have received counterparts of this Agreement duly executed and delivered by the Borrowers and the Accounts Bank;
(b) The Agent shall have received the Initial 13-Week Cash Flow Forecast and 52-Week Cash Flow Forecast, each in a format acceptable to the Agent;
(c) The Agent shall have received an agreement, in form and substance satisfactory to the Agent, pursuant to which Wachovia, as agent, and the other lenders have agreed to forbear from exercising their rights against Pacific Ethanol Inc. (“PEI”) and Kinergy Marketing, LLC (“Kinergy”) pursuant to the terms of their financing arrangements with PEI and Kinergy for such forbearance period and such forbearance shall be in full force and effect;
(d) All of the representations and warranties of the Borrowers contained in this Agreement shall be true and correct on and as of the Effective Date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct as of such earlier date); and
(e) The Agent shall have received payment in full of all fees and expenses due and payable in accordance with the terms of this Agreement and the Credit Agreement (including reasonable and documented legal fees and expenses of the Agent’s counsel and other advisors).
Conditions of Effectiveness of this Agreement. The effectiveness of this Agreement on the Effective Date was subject to satisfaction of the following conditions precedent:
Conditions of Effectiveness of this Agreement. This Agreement shall become effective on the date when the following conditions shall have been satisfied or waived (such date, the “Effective Date”):
