Conditions Precedent to Second Amendment Effective Date. The effectiveness of (a) the consent to the Proposed Hercules Merger described in Section 2 hereof, (b) the modified Commitments of the Increasing Revolving Lenders, the Increasing Tranche B Lenders, and the Tranche C Lenders described in Section 3 hereof, (c) the Tranche B Amendments and the other amendments to the Credit Agreement contained in Section 4 hereof, and (d) the ability of (1) the Canadian Borrowers to borrow under the Canadian Revolving Commitments in excess of the Canadian Revolving Commitments available to the Canadian Borrowers immediately prior to the Second Amendment Effective Date (2) the U.S. Borrowers to borrow under the Tranche B Commitments in excess of the Tranche B Commitments available to the U.S. Borrowers immediately prior to the Second Amendment Effective Date and (3) the ability of the Canadian Borrowers to borrow Tranche C Loans (and, for the avoidance of doubt, the inclusion of such amounts in the calculation of Average Revolving Loan Utilization or Canadian Excess Availability as described in Section 3(e) above) are each subject to the satisfaction of each of the following conditions precedent on or before February 28, 2014 or such later date as may be reasonably acceptable to Agent, the Increasing Revolving Lenders, the Increasing Tranche B Lenders, and the Tranche C Lenders, in form and substance reasonably satisfactory to Agent, unless satisfaction thereof is specifically waived in writing by Agent (the date on which Agent has confirmed that all such conditions precedent are satisfied is hereinafter referred to as the “Second Amendment Effective Date”):
(a) Agent shall have received duly executed counterparts of this Amendment by all Loan Parties and the Super Majority Lenders, each Increasing Revolving Lender, each Increasing Tranche B Lender, the Tranche B Period Super Majority Lenders, and each Tranche C Lender.
(b) There shall exist no Default or Event of Default on the Second Amendment Effective Date both before and after giving effect to this Amendment under the Modified Credit Agreement.
(c) Agent shall have received duly executed promissory notes or amended and restated promissory notes as requested by any Increasing Revolving Lender, Increasing Tranche B Lender and Tranche C Lender, which shall be in substantially the form of Exhibits G-1, G-3 or G-4, as applicable, to the Modified Credit Agreement.
(d) Agent shall have received duly executed counterparts of each of the fee letters entered into by Borrowers, Ag...
Conditions Precedent to Second Amendment Effective Date. The occurrence of the Second Amendment Effective Date is subject to Agent Bank having received the following, 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 March 2, 2007:
a. due execution by Borrower and Banks of four (4) duplicate originals of this Second Amendment;
b. reduction of the Funded C/T Outstandings to an amount no greater than Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000.00);
c. reimbursement to Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Second Amendment, including, but not limited to, reasonable attorneys' fees of Hxxxxxxxx & Mxxxxx, LLC and all other like expenses remaining unpaid as of the Second Amendment Effective Date; and
d. due execution by Borrower of a Subordinated Promissory Note payable to the order of CCI evidencing a subordinated loan in the amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00), the execution and delivery by CCI and Borrower of a Payment Subordination Agreement in favor of Agent Bank and the funding of such subordinated loan by CCI to Borrower in the amount of Twelve Million Five Hundred Thousand Dollars ($12,500,000.00); and
e. such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to Second Amendment Effective Date. This Amendment shall become effective upon receipt by the Agent of the following conditions precedent, in each case in form and substance satisfactory to the Agent:
(a) This Amendment, duly executed by the Borrower, the Majority Lenders and the Agent;
(i) Amendments to (A) the Equity Contribution Agreement, and (B) each Shareholder Guarantee (other than for Xxxxxxx Xxxxxxxx), in each case, increasing the amounts covered thereby by an aggregate amount of $2,500,000, and reaffirming the obligations under such Equity Contribution Agreement or Shareholder Guarantee; and (ii) a Liquidity Compliance Certificate completed and duly executed by the Mid-Ocean Entities and each Shareholder Guarantor.
(c) A modification to the Plant Mortgage reflecting the increased Revolving Loan Commitment of $70,000,000, duly executed and notarized by the Borrower and in recordable form; and an endorsement to the title policy issued to the Agent, reflecting the increased Revolving Loan Commitment of $70,000,000.
(d) An amendment to the Subordination Agreement, duly executed by the Senior Lender and the Borrower.
(e) A Commitment Increase Notice for the Revolving Commitment Increase of $2,500,000, duly executed by the Borrower.
(f) An Increased Commitment Letter for the Revolving Commitment Increase of $2,500,000, duly executed by OneWest Bank.
Conditions Precedent to Second Amendment Effective Date. This Second Amendment shall become effective on the date (such date, the “Second Amendment Effective Date”) when each of the following conditions is satisfied:
Conditions Precedent to Second Amendment Effective Date. The occurrence of the Second Amendment Effective Date is subject to Agent Bank having received the following documents, in each case in a form and substance reasonably satisfactory to Lenders:
a. Execution and delivery by each of the Borrower, Sands Regent and Banks of four (4) counterpart originals of the Second Amended Agreement.
Conditions Precedent to Second 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 September 3, 2002:
a. Due execution by Borrowers, Guarantor and Banks of four (4) duplicate originals of this Second Amendment;
b. Corporate resolutions or other evidence of requisite authority of Borrowers and Guarantor, as applicable, to execute the Second Amendment;
c. Payment of a non-refundable fee in the amount of Eighty-Eight Thousand One Hundred Ten Dollars ($88,110.00) (the "Second Amendment Fee") to Agent Bank on behalf of the Lender.
d. Reimbursement to Agent Bank by Borrowers for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Second Amendment, including, but not limited to, reasonable attorneys' fees of Henderson & Morgan, LLC and alx xxxxx xike xxxxxses remaining unpaid as of the Second Amendment Effective Date; and
e. Such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to Second Amendment Effective Date. This Amendment shall become effective without any further action or consent by any party, on the date (the “Second Amendment Effective Date”), when each of the following conditions shall have been satisfied:
Conditions Precedent to Second 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.
Conditions Precedent to Second 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 June 12, 1998:
a. Due execution by Borrower, Guarantors and Banks of seven (7) duplicate originals of this Second Amendment;
b. Corporate resolutions or other evidence of requisite authority of Borrower and Guarantors, as applicable, to execute the Second Amendment; and
c. Reimbursement to Agent Bank by Borrower for all reasonable fees and out-of-pocket expenses incurred by Agent Bank in connection with the Second Amendment, including, but not limited to, reasonable attorneys' fees of Xxxxxxxxx & Xxxxxx, LLC; and
d. Such other documents, instruments or conditions as may be reasonably required by Lenders.
Conditions Precedent to Second Amendment Effective Date. This Amendment shall be effective on the date (the “Second 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, (ii) the Lenders constituting Required Lenders (each existing Lender party to this Amendment, a “Consenting Lender”) and (iii) the New Delayed Draw Term Lenders;
b. prior to or substantially concurrently with the Second 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 Second 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 Second 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 Second 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) i...
