CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. AMENDMENT NO.
1. In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to each of the following conditions precedent:
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. AMENDMENT NO. 2. ------------------------------------------------------------- This Amendment No. 2 shall become effective upon the fulfillment of the following conditions precedent:
1. On the effective date of this Amendment No. 2 (the "Amendment Effective Date"), the representations and warranties of lessee set forth in the Lease Agreement shall be true and accurate as if made on such date.
2. The Lease Amendment and the applicable Lease Supplements shall have been executed and filed for information with the FAA in Oklahoma city, Oklahoma.
3. The receipt by Lessor from Lessee not later than two (2) days prior to the Supplement Effective Date of the following, dated as of such Supplement Effective Date, all of which shall be satisfactory in form and substance to Lessor:
(a) copies of the articles of incorporation and by-laws of Lessee, certified to be true and up to date copies by a duly authorized officer thereof or certifying no changes or amendments thereto since the date they were last certified to Lessor by Lessee;
(b) copies of resolutions of the board of directors of Lessee authorizing Lessee to enter into and perform this Amendment No. 2 and the transactions contemplated hereby, certified to be true and up to date copies by a duly authorized officer of Lessee;
(c) a closing certificate and an incumbency certificate of a duly authorized officers of Lessee setting out the names and signatures of the person or persons authorized to sign the Lease Agreement;
(d) receipt by Lessor of the installments of Basic Rent pursuant to Section 3 of the Lease Agreement, as amended hereby, and Supplement Rent pursuant to Exhibit E to this Lease Agreement, as amended hereby, and payment of all amounts then due under any other Long-Term Agreement.
4. The Final Order confirming the Plan shall be and remain in full force and effect.
5. The Long-Term Agreements and the Letter of Credit shall be in full force and effect.
6. No Default or Lessee Event of Default shall have occurred and be continuing after giving effect to this Lease Amendment and no "Event of Default" or "Termination Event" shall have occurred and be continuing under the Long-Term Agreements.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. Agreement. This Agreement shall become effective when (i) it shall have been --------- executed by the Lessor and the Company and any Lease Participants required by the Lessor as of the Closing Date, (ii) the Lessor either shall have been notified by each Lease Participant which it requires to be a Lease Participant as of the Closing Date that it has executed this Agreement or shall have received a counterpart of this Agreement executed by such Lease Participant, and (iii) the Lessor shall have received the following, each being in form and substance satisfactory to the Lessor and (as to this Agreement and the opinions described below) in sufficient counterparts for each Lease Participant:
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. Agreement. This Agreement shall become effective when (i) it shall have been --------- executed by the Lessor, the Company and the Agent, and (ii) the Agent shall have received the following, each being in form and substance satisfactory to the Agent (the following being referred to herein as the "Closing Documentation"):
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. First Amendment Agreement
(a) execution and delivery of this First Amendment Agreement by each of the Borrower and the Guarantors;
(b) execution and delivery of this First Amendment Agreement by the Lenders in accordance with Section 9.2 of the Existing Credit Agreement;
(c) no Event of Default or Pending Event of Default having occurred and being continuing as at the date of satisfaction of all of the foregoing conditions precedent;
(d) the Agent having received an amendment fee equal to 0.60% of the increase in the Credit, being Cdn. $695,700, for the account of each consenting Lender in proportion to the increase in each Lender’s Commitment;
(e) the Agent having received the favourable opinions of such Ontario and foreign counsel to the Borrower and the Guarantors as it may reasonably require, in relation to the enforceability of this First Amendment Agreement; and
(f) such corporate resolutions, incumbency and other certificates of each of the Borrower and the Guarantors as the Agent may reasonably request in connection with this First Amendment Agreement and the transactions contemplated hereby.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. FORBEARANCE SECTION 5.01 Effectiveness of this Forbearance. This Forbearance, other than Section 3.02 hereof, shall become effective on the date that the Administrative Agent shall have received duly executed counterparts of this Forbearance which, when taken together, bear the signatures of each Loan Party (other than the U.S. Guarantors), the Administrative Agent, the L/C Issuer, and the Required Lenders.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. AMENDMENT NO.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. AMENDMENT NO.3 In addition to all of the other conditions and agreements set forth herein, the effectiveness of this Amendment is subject to the each of the following conditions precedent:
4.1 AMENDMENT NO. 3 TO FINANCING AGREEMENT. Bank shall have received an original counterpart of this Amendment No.3to Financing Agreement, executed and delivered by a duly authorized officer of Borrower.
4.2 ACKNOWLEDGMENT OF GUARANTOR. Bank shall have received an original of the attached Acknowledgment of Vari-Lite International, Inc., a Delaware corporation, executed and delivered by a duly authorized officer of Vari-Lite International, Inc.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. SECOND AMENDMENT.
Section 3.1. This Second Amendment shall not become effective until, and shall become effective as of the first date written above when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Obligors and the Required Holders, shall have been delivered to the Noteholders;
(b) the representations and warranties of the Obligors set forth in Section 2.1 hereof shall be true and correct on and with respect to the date hereof; and
(c) the Company shall have paid all reasonable fees and expenses of Xxxxxxxxx Xxxxxxx LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment to the extent reflected in a statement of such counsel rendered to the Company at least one Business Day prior to the date hereof;
(d) the Obligors shall have paid, or caused to be paid, to each Noteholder, an amendment fee equal to [REDACTED] of the aggregate principal amount of Notes held by such Noteholder as of the date of this Second Amendment and set forth in the attached Schedule 3.1. Upon satisfaction of all of the foregoing, this Second Amendment shall become effective.
CONDITIONS PRECEDENT TO EFFECTIVENESS OF THIS. SECOND AMENDMENT AGREEMENT This Second Amendment Agreement shall become binding on the Holders only upon satisfaction of the following conditions precedent:
(a) execution and deliver of this Second Amendment Agreement by the Corporation;
(b) execution and delivery of this Second Amendment Agreement by TD Capital;
(c) execution and delivery of an amendment to the Intercreditor Agreement by all applicable parties;
(d) no Event of Default or Pending Event of Default having occurred and being continuing as at the date of satisfaction of all of the foregoing conditions precedent;
(e) the Agent having received evidence, reasonably satisfactory to it, that the Senior Agent and the Senior Lenders have, for the purposes of the Existing Senior Credit Agreement, consented to each of the matters set forth in this Second Amendment Agreement or that such consent is not required under the Existing Senior Credit Agreement and the Agent being satisfied with the other amendments to the Existing Senior Credit Documents made in that connection;
(f) the Agent having received the favourable opinion of Fogler, Rubinoff LLP, Ontario counsel to the Corporation, in xelation to the enforceability of this Second Amendment Agreement; and
(g) such corporate resolutions, incumbency and other certificates of the Corporation as the Agent may reasonably request in connection with this Second Amendment Agreement and the transactions contemplated hereby;
