Conditions to Amendments. The amendments set forth in Section 1.4, 1.5 and 1.6 hereof shall not be effective and in force and effect until the following conditions have been satisfied to the reasonable satisfaction of the Agent and the Issuing Banks:
(a) the Borrower and Reinsurance shall have jointly provided the Agent and the Issuing Bank an amended Letter of Credit Notice in the form of Exhibit B-3 attached hereto, as modified to the Agent's reasonable satisfaction, in respect of the Letter of Credit number S230470;
(b) the Agent shall have received the following, each dated as of the date hereof (unless otherwise specified):
(i) Notes, in substantially the form of Exhibits A-1 through A-4 to the Credit Agreement, payable to the order of the Lenders and in the amounts set forth on Schedule 2.2 attached hereto, duly completed in accordance with the relevant provisions of Section 2.4 of the Credit Agreement and executed by the Borrower;
(ii) an acknowledgement and confirmation duly executed by the Parent, as guarantor under the Guaranty, in form and substance satisfactory to the Agent, reflecting the increase in the Total Revolving Credit Commitments and the other amendments herein to the Credit Agreement and confirming the Parent's obligations under the Guaranty in respect of the Credit Agreement, as amended by this First Amendment;
(iii) an amended and restated Borrower Escrow and Security Agreement reasonably satisfactory to the Agent to reflect the ability of Reinsurance set forth in Article IV of the Credit Agreement, as amended hereby, to provide cash collateral for Letters of Credit issued on its account pursuant to the Credit Agreement;
(iv) the favorable opinions of LeBoeuf, Lamb, Greene & MacRae, X.L.P., xxxcial counsel to the Parent, the Borrower and Reinsurance, and of Kathleen M. Carroll, Xxxx Xxxxxxxxx, Xxneral Counsel and Secretary of Borrower, Reinsurance and Parent, in substantially the form of Exhibits E-1 and E-2 of the Credit Agreement, respectively, except limited to matters relating to the execution, delivery and performance of this First Amendment and the documents, instruments, and transactions contemplated hereby, addressed to the Agent and the Lenders;
(v) certificates of the secretary or an assistant secretary of the Borrower, the Parent, and Reinsurance, in form and substance satisfactory to the Agent, certifying (i) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of Reinsurance, and that ...
Conditions to Amendments. The amendments contemplated by Section 1 hereof are subject to the satisfaction of each of the following conditions precedent:
Conditions to Amendments. This Agreement may be amended in whole or in part only with the Approval of the General Partner and a majority in Interest of the Limited Partners.
Conditions to Amendments. This Amendment shall not become effective until the Administrative Agent shall have received from Holdings, Intermediate Holdings, the Borrowers, the Required Lenders and the Required Tranche A Lenders, a counterpart of this Amendment signed on behalf of such party.
Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 11 of the Forbearance Agreement.
(a) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of all information provided by any third party acceptable to the Lenders (an “Offering Party”) that proposes to enter into a Borrower Merger Agreement, a Capital Infusion Agreement or a Purchase and Sale Agreement with the Borrower (a “Proposed Transaction”) that is submitted to the Borrower to demonstrate to the Borrower’s satisfaction such Offering Party’s ability to consummate a Proposed Transaction;
(b) Immediately upon receipt thereof, the Borrower shall provide to the Administrative Agent and the Lenders copies of any term sheet or other documents provided by any Offering Party, which term sheet or other documents shall be subject to the approval of the Administrative Agent and the Lenders, that contain preliminary terms and conditions surrounding such Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and to accomplish a restructuring/refinancing of the Credit Agreement.
(c) On or before November 23, 2009, an Offering Party shall have presented to the Administrative Agent and the Lenders a detailed restructuring/refinancing plan, subject to the approval of the Administrative Agent and the Lenders, whereby the Proposed Transaction contemplated by the Offering Party will result in the restructuring or refinancing of all of the Borrower’s Obligations under the Credit Agreement, subject only to the closing of such transaction. Such plan shall contain detailed information surrounding the Offering Party’s ability to raise equity and/or obtain financing in order to consummate such Proposed Transaction and detailed information surrounding the Borrower’s and the Offering Party’s timetable and agenda for consummating such Proposed Transaction and for restructuring/refinancing the Credit Agreement.
(d) The Borrower shall have received a proposal from an Offering Party to enter into an agreement for a Proposed Transaction by November 23, 2009 and such proposal shall not have been withdrawn or terminated by such Offering Party.
Conditions to Amendments. The amendments contained in Section 2 hereof are subject to the conditions set forth below. Failure to comply with these conditions will be deemed to be a Forbearance Default under Section 11 of
Conditions to Amendments. The Amendments shall become effective upon satisfaction of each of the following terms and conditions:
1. The Borrower, each Bank, and the Agent shall have executed and delivered this Agreement to the Agent.
2. The Borrower shall have executed and delivered the Security Documents to the Agent and shall have delivered to the Agent or its bailee all of the original stock certificates, executed stock powers, customer notes and notices as required by each of the Security Documents, or as otherwise requested by the Agent, all in form and substance satisfactory to the Agent and the Banks.
3. KeyBank National Association shall have executed and delivered to the Agent the Intercreditor Agreement, in form and substance satisfactory to the Agent and the Banks.
4. Each of JPMorgan Chase Bank, HSBC Bank USA, Manufacturers and Traders Trust Company, and Fleet National Bank shall have executed and delivered to the Agent an agreement with respect to the distribution of proceeds in connection with their respective credit facilities with JPMorgan Chase Bank, as agent, in form and substance satisfactory to the Agent and the Banks.
5. The Borrower shall have delivered to JPMorgan Chase Bank, as Agent an Amendment Number Four to a certain Credit Agreement between the Borrower, JPMorgan Chase Bank, as agent and lender, Fleet National Bank, and Manufacturers and Traders Trust Company, in form and substance satisfactory to the Agent and the Banks.
6. The Borrower shall have delivered to Agent satisfactory evidence of casualty and liability insurance.
7. The Borrower shall have delivered to the Agent evidence of all proper corporate action taken to authorize the granting of the security under the Security Documents.
8. The Borrower shall have caused its counsel to deliver to the Agent its opinion in form and substance satisfactory to the Agent and the Banks.
9. The Borrower shall have delivered to the Agent the final execution versions of all documentation with KeyBank National Association in connection with its amendment to the KeyBank Loan (as such is defined in the Intercreditor Agreement), all in form and content satisfactory to the Agent.
10. The Borrower shall have delivered to the Agent evidence satisfactory to the Agent in its sole discretion that the One Million Dollar ($1,000,000.00) prepayment of the KeyBank Loan (as defined in the Intercreditor Agreement) has been funded solely by the proceeds of an unsecured term loan by Chemung Canal Trust Company to Borrower in the...
Conditions to Amendments. The amendments to the Credit Agreement and Waiver set forth in Section 1 shall be effective as of the date first above written upon satisfaction of each of the following conditions:
(a) the Administrative Agent, the Majority Lenders and Borrower shall have duly executed and delivered to the Administrative Agent counterpart signature pages to this Amendment; and
(b) Borrower shall have delivered such other information as the Administrative Agent shall reasonably request.
Conditions to Amendments. The effectiveness of the amendments to the Loan Agreement pursuant to this Amendment is subject to the Agent’s receipt of each of the following:
Conditions to Amendments. The effectiveness of this First Amendment ------------------------ is conditioned upon only the following:
(a) HIIL obtaining and delivering to the Company the written and unconditional (i) approval of each of Proprietary Convertible Investments Group ("PCIG"), CC Investments LDC ("CCI") and Palisades Holdings Inc. ("PHI") to this First Amendment and the transactions contemplated hereby pursuant to Section 4.9 of their respective Securities Purchase Agreements and (ii) waiver of their rights pursuant to Section 4.10 of their respective Securities Purchase Agreements with respect to the sales of Common Stock contemplated by this First Amendment;
(b) the Company receiving the requisite approval to this First Amendment and the transactions contemplated hereby of the Executive Committee of its Board of Directors; and
(c) the Company receiving a waiver from Xxxxxx'x Interactive Investment Company of its pre-emptive rights with respect to the sales to HIIL contemplated pursuant to this First Amendment. The parties agree to use their best efforts to satisfy the foregoing conditions. The parties agree that in the event the conditions set forth in this paragraph 6 are not satisfied on or prior to April 21, 1998 and the purchase pursuant to Tranche B has not then been consummated, then this First Amendment shall automatically terminate, the parties shall be released of their obligations hereunder and this First Amendment shall be of no further force or effect.
