Conditions Precedent to the Effectiveness. OF SECTION 4 OF THIS -------------------------------------------------------------- AMENDMENT. --------- The effectiveness of the provisions of Section 4 of this Amendment is --------- subject to the fulfillment, to the satisfaction of Foothill and its counsel, of each of the following conditions:
a. Foothill shall have received evidence, reasonably satisfactory to Foothill, of the consummation of the KKR Merger;
b. Foothill shall have received executed but unfiled financing statements and fixture filings relative to the assets of KKR;
c. Foothill shall have received each of the following documents, duly executed, and each such document shall be in full force and effect:
(1) this Amendment;
(2) the Reaffirmation and Consent (as hereinafter defined);
(3) the Joinder Agreement (as hereinafter defined) executed by KKR;
(4) a guaranty (in the form of Exhibit G attached hereto) --------- executed by KKR;
(5) a certificate from an appropriate officer of KKR regarding the depositaries at which KKR maintains deposit accounts and account numbers of each of such deposit accounts, together with notification letters to such depositaries pursuant to Section 9302(g) of the Code;
(6) the Guarantor Security Agreement (in the form of Exhibit H attached hereto) executed by KKR; and ---------
(7) Amendment Number One to Stock Pledge Agreement (in the form of Exhibit F attached hereto). ---------
d. Foothill shall have received a certificate from the Secretary of KKR attesting to the resolutions of KKR's Board of Directors authorizing its execution, delivery, and performance of its guaranty, the Guarantor Security Agreement, and authorizing specific officers of such Obligor to execute the same, and authorizing its performance of the Agreement as amended by this Amendment;
e. Foothill shall have received a certificate of status with respect to KKR, dated within 20 days of the KKR Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of KKR, which certificate shall indicate that KKR is in good standing in such jurisdiction;
f. Foothill shall have received certificates of status with respect to KKR, dated within 20 days of the KKR Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions in which KKR's failure to be duly qualified or licensed would result in a Material Adverse Change, which certificates shall indicate that KKR is in good standing in such jurisdictions;
g. Foothill shall have ...
Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective on the date (the "Closing Date") when the following conditions precedent have been satisfied (unless waived by the Lender):
Conditions Precedent to the Effectiveness. The effectiveness of this Agreement as an amendment and restatement of the Original Agreement is subject to the conditions precedent that the Lender shall have received on or before such date the following, each (unless otherwise indicated) dated such date, in form and substance reasonably satisfactory to the Lender:
(a) For each Borrower and Parent, certified copies of all documents evidencing necessary company action and governmental approvals, if any, with respect to the Agreement.
(b) Acknowledgment or time stamped receipt copies of proper amendments to financing statements duly filed on or before the date hereof under the UCC of all jurisdictions that the Lender may deem necessary or reasonably desirable in order to perfect the security interests contemplated by the Agreement.
(c) Duly executed amendments to the Depositary Agreements with each of Bank of America, N.A. and UMB Bank.
(d) Proof of payment of all reasonable attorneys’ fees and disbursements incurred by the Lender and the Lender Group.
(e) Copies of all Notices to Obligors required pursuant to Article II of the Agreement, if any, together with evidence satisfactory to the Lender that such Notices to Obligors have been or will be delivered to the addressees thereof.
(f) Duly executed Guaranty by the Parent in substantially the form attached hereto as Exhibit XIV.
(g) A duly executed amendment to the Pledge Agreement.
(h) A duly executed termination agreement relating to the Receivables Purchase and Transfer Agreement, dated as of November 1, 2000 (as amended and modified as of the date hereof), and related documents, together with UCC financing statement terminations relating thereto.
(i) Originally executed copies of all other Documents and related documentation required to be delivered with respect to this Agreement and the other Documents, all in form and substance satisfactory to the Administrative Agent, which agreements shall be in full force and effect and enforceable in accordance with their respective terms.
Conditions Precedent to the Effectiveness. This Amendment shall become effective as of the date (the “Amendment Effective Date”) first written above when, and only when, the Administrative Agent shall have received this Amendment, duly executed by the Company, the Administrative Agent and Lenders constituting the Required Lenders.
Conditions Precedent to the Effectiveness of this Agreement. This Agreement shall become effective on the date on which the Bank shall have received the following, each in form and substance satisfactory to the Bank and its counsel:
(a) This Agreement, duly executed by the Company;
(b) A certificate of the Company's secretary or an assistant secretary, dated on or prior to the date of this Agreement, certifying the following documents, copies of which shall be attached to or incorporated in such certificate: (i) resolutions, adopted by the Company's Board of Directors and continuing in effect, which authorize the execution, delivery and performance by the Company of this Agreement and the other Facility Documents, and (ii) all other documents evidencing additional corporate action and governmental or other approvals, if any, necessary for the execution, delivery and performance by the Company of this Agreement and the other Facility Documents;
(c) A certificate of the Company's secretary or an assistant secretary, dated on or prior to the date of this Agreement, certifying the incumbency and signatures of the officers of the Company authorized to execute, deliver and perform this Agreement and the other Facility Documents on behalf of the Company;
(d) A copy of the audited Financial Statement of the Company for the fiscal year ended March 31, 1997, prepared by independent certified public accountants selected by the Company and acceptable to the Bank, together with the unqualified opinion of such accountants;
(e) A copy of the Financial Statement of the Company for the year-to-date fiscal period ended May 31, 1997, certified by the chief executive officer, the president or the chief financial officer of the Company to have been prepared in accordance with generally accepted accounting principles consistently applied, except for any inconsistencies explained in such certificate;
(f) A copy Percent of Completion Analysis and the Contract Profitability Report of D/T as at March 31, 1997;
(g) [Reserved]
(h) A Teletransmission Agreement on the Bank's standard form, dated on or prior to the date of this Agreement and duly completed and executed by the Company;
(i) Two (2) written consents to entry by the Company into this Agreement, one (1) duly executed by each of D/T and DWC;
(j) Such repayment of the unpaid principal amount of Revolving Loans, if any, as is required pursuant to Subsection 1.02(g)(i) hereof;
(k) A facility modification and renewal fee in the amount of One Thousand Five Hundred Dollars...
Conditions Precedent to the Effectiveness. This Agreement shall not become effective until the date on which each of the following conditions has been satisfied, in the sole discretion of the Initial Lender:
Conditions Precedent to the Effectiveness. OF THIS AGREEMENT
Conditions Precedent to the Effectiveness. OF THIS AGREEMENT This Agreement, including the obligation of each Lender to make the Loans requested to be made by it on the Effective Date and the obligation of each Issuer to Issue Letters of Credit on the Effective Date shall not become effective until the satisfaction or due waiver in accordance with Section 11.1 (Amendments, Waivers, Etc.) of each of the following conditions precedent (the "Effective Date"):
Conditions Precedent to the Effectiveness of this Agreement and Initial Use of a Credit Facility on and after the Second Closing Date. The effectiveness of this Agreement and obligations of the Lenders
Conditions Precedent to the Effectiveness. OF SECTIONS 1 AND 2 HEREOF
(A) the delivery of the Lender Amendment Consent Notice;
(B) the delivery of the NextEra Amendment Consent Notice;
(C) the delivery of the Irrevocable Waiver Notice or the expiration of the Null and Void Deadline without AES Hawaii having exercised AES Hawaii’s Null and Void Right; and
(D) the occurrence of the PUC Approval Date as defined in Section 5.D hereof.
