Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before August 3, 2001:
a. due execution by Borrowers and Banks of six (6) duplicate originals of this First Amendment;
b. due execution by Borrowers of the original Revolving Credit Note (Second Restated);
c. an original Certificate of Corporate Resolution for each of the Borrowers authorizing each respective Borrower to enter into all documents and agreements to be executed by it pursuant to this First Amendment and further authorizing and empowering the officer or officers who will execute such documents and agreements with the authority and power to execute such documents and agreements on behalf of each respective corporation;
d. Borrowers shall have executed and delivered to Agent Bank any further amendments to the Security Documentation reasonably requested by Agent Bank for the purpose of securing repayment of the Commitment Increases and the Bank Facilities and shall pay the costs of the 110.5 endorsement or other applicable endorsement to the Title Insurance Policies evidencing its continued application to the Bank Facilities, as increased by the Commitment Increases, and to the Security Documentation;
e. each Lender realizing a decrease in its respective Syndication Interest has received such amount as is necessary to adjust such Lender's Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date equal to such Lender's Syndication Interest as set forth on the Schedule of Lenders' Proportions in Credit Facility dated as of the First Amendment Effective Date, attached hereto;
f. each Increasing Lender realizing an increase in its respective Syndication Interest has delivered to Agent Bank an amount representing its Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date, less such Increasing Lender's Pro Rata Share of the Funded Outstandings immediately prior to the First Amendment Effective Date, for distribution to the Lenders in such amounts as are necessary to adjust each such Lenders' Pro Rata Share of the Funded Outstandings as of the First Amendment Effective Date to a percentage equal to the Syndication Interests set forth on the Schedule of Lenders' Proportions in Credit Facility dated as of the First Amendment ...
Conditions Precedent to First Amendment Effective Date. 1. This Amendment shall become effective on October 30, 1997 (the "First Amendment Effective Date"), so long as each of the following conditions shall have been met to the satisfaction of the Senior Managing Agents on or prior to the First Amendment Effective Date:
Conditions Precedent to First Amendment Effective Date. The amendments set forth in Section 1 hereof shall be effective on and as of the date hereof (the “First Amendment Effective Date”) upon the satisfaction, or waiver by the Required Lenders of the following conditions:
Conditions Precedent to First Amendment Effective Date. The effectiveness of this Amendment is subject to the following:
3.1 The Administrative Agent shall have received from the Borrower, each Guarantor (it being understood that Atlantic Energy Holdings Limited and Atlantic Terminal Holdings Limited, which are undergoing dissolution under the laws of Barbados, are not signing as “Guarantors” hereunder) and the Required Lenders counterparts (in such number as may be requested by the Administrative Agent) of this Amendment signed on behalf of such Persons.
3.2 As of the First Amendment Effective Date, both before and after giving effect to the effectiveness of the Amendment: (i) no event shall have occurred and be continuing that would constitute an Event of Default or a Default and (ii) the representations and warranties contained in this Amendment, the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text hereof or thereof.
3.3 The Administrative Agent shall have received such other documents as the Administrative Agent or special counsel to the Administrative Agent may reasonably request. The Administrative Agent is hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 9.1 of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.
Conditions Precedent to First Amendment Effective Date. This Amendment shall be effective on the date (the “First Amendment Effective Date”) on which each of the following conditions have been satisfied (or waived) in accordance with the terms herein:
a. the Administrative Agent shall have received counterparts of this Amendment executed by (i) the Borrower and each other Loan Party and (ii) the Lenders (each existing Lender party to this Amendment, a “Consenting Lender”);
b. prior to or substantially concurrently with the First Amendment Effective Date, the Administrative Agent shall have received all expenses required to be paid by the Borrower pursuant to Section 9.03(a) of the Credit Agreement in connection with this Amendment for which invoices have been presented at least three Business Days prior to the First Amendment Effective Date or such later date to which the Borrower may agree (including the reasonable and documented out-of-pocket fees and expenses of legal counsel required to be paid pursuant to Section 9.03(a) of the Credit Agreement);
c. the Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated as of the First Amendment Effective Date and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of such Loan Party attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the First Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of this Amendment, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the signatures of the officers, managers,...
Conditions Precedent to First Amendment Effective Date. The occurrence of the Second Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before July 31, 2000:
a. Due execution by Borrowers and Banks of four (4) duplicate originals of this Second Amendment;
b. Due execution by Borrowers of the original Revolving Credit Note (Second Restated);
c. Reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Commitment Increase, including, but not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the Second Amendment Effective Date; and
d. Such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Agent Bank having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Agent Bank, and the occurrence of each other condition precedent set forth below on or before January 30, 1998:
a. Due execution by Borrower, Guarantors and Banks of seven (7) duplicate originals of this First Amendment;
b. Corporate resolutions or other evidence of requisite authority of Borrower and Guarantors, as applicable, to execute the First Amendment;
c. Due execution by Borrower of an original Cash Collateral Pledge Agreement;
d. Reimbursement to Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the First Amendment, including, but not limited to, reasonable attorneys' fees of Henderson & Nelson and xxx xxxxr lxxx xxpenses remaining unpaid as of the First Amendment Effective Date; and
e. Such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to First Amendment Effective Date. This Amendment and the amendments contained herein shall be and become effective as of February 8, 2006 (the “First Amendment Effective Date”) when the following conditions shall be satisfied, or waived in accordance with Section 10.6 of the Credit Agreement:
Conditions Precedent to First Amendment Effective Date. The occurrence of the First Amendment Effective Date is subject to Lender having received the following documents and payments, in each case in a form and substance reasonably satisfactory to Lender, and the occurrence of each other condition precedent set forth below on or before November 16, 2001:
a. Due execution by Borrowers and Lender of three (3) duplicate originals of this First Amendment;
b. Due execution by Borrowers of the original Revolving Credit Note (First Restated);
c. Corporate resolutions or other evidence of requisite authority of Borrowers to execute the First Amendment;
d. Payment of a fee in the amount of Thirty-Seven Thousand Five Hundred Dollars ($37,500.00) (the "Commitment Increase Fee") to Lender, which shall be fully refundable to Borrowers in the event this First Amendment is not executed by Lender;
e. Borrowers shall have executed and delivered to Lender an amendment to the Security Agreement for the purpose of securing repayment of the Commitment Increase; and
f. Reimbursement to Lender by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Lender in connection with the Commitment Increase, including, but not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC and all other like expenses remaining unpaid as of the First Amendment Effective Date, but in no event in excess of Two Thousand Dollars ($2,000.00) in the aggregate.
Conditions Precedent to First Amendment Effective Date. This Amendment shall become effective upon receipt by the Agent of this Amendment, duly executed by the Borrower, the Agent, and the Lenders.
