CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. 3.1. Upon satisfaction of each and every one of the following conditions, this First Amendment shall become effective as of June 27, 2003:
(a) executed counterparts of this First Amendment, duly executed by the Company and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to the Noteholders;
(b) each Guarantor shall have duly executed the reaffirmation of Guaranty Agreement attached hereto;
(c) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(d) each Noteholder shall have received evidence satisfactory to it that (i) Xxxxxx Construction Co. is not an obligor or guarantor of Debt under the Credit Agreement dated as of June 27, 2003 among the Company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and (ii) the Amended and Restated Note Purchase Agreement dated as of November 1, 2001 by and among the Company and the institutional investors named therein has been amended in the same manner as the Note Purchase Agreement has been amended by this First Amendment;
(e) each Noteholder shall have received, by payment in immediately available funds to the account of such holder set forth in SCHEDULE A to the Note Purchase Agreement the amount set forth opposite such holder's name in SCHEDULE 1 attached hereto; and
(f) the Company shall have paid the fees and expenses of Xxxxxx Xxxxxx & Xxxxx, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment. Upon receipt of all of the foregoing, this First Amendment shall become effective.
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall become effective upon the date (the “First Amendment Effective Date”) when the following conditions are satisfied:
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders of the Notes, shall have been delivered to the Noteholders;
(b) the Noteholders shall have received evidence satisfactory to them that the Bank Loan Agreement and the January 8, 2003 Note Purchase Agreement for $50 Million 5.52% Senior Notes have been amended substantially as proposed in the forms annexed hereto as Exhibits B and C, respectively;
(c) the Noteholders shall have received (i) a copy of the resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary, and (ii) a copies of the resolutions of the Board of Directors of the Company authorizing execution, delivery and performance by the Company of the respective amendments to the Bank Loan Agreement and the Prudential Agreements; and
(d) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. (a) This First Amendment shall become effective on the date (the “First Amendment Effective Date”) on which:
(i) The Administrative Agent shall have received duly executed and delivered counterparts of this First Amendment that, when taken together, bear the signatures of the Borrower, the Additional Lenders and the Administrative Agent (on its behalf, as well as on behalf of the Exchanging Term Lenders) and all Guarantors, and the aggregate principal amount of the Exchanged Term Loans and the Additional Term Loans shall be equal to the aggregate principal amount of the Existing Term Loans consisting of Tranche B-1 Term Loans or Tranche B-2 Term Loans, as applicable outstanding on the First Amendment Effective Date immediately prior to the effectiveness of this First Amendment.
(ii) On or prior to the First Amendment Effective Date, the Administrative Agent shall have received a Borrowing Request.
(iii) Payment of all fees required to be paid pursuant to the Engagement Letter dated as of June 6, 2016 and any related fee letters (the “Fee Letters”) described therein and, to the extent invoiced, reimbursement or other payment of all out of pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document or other agreement with the Borrower relating to the transaction contemplated hereby.
(iv) The Administrative Agent shall have received a certificate of a Responsible Officer of the Loan Parties dated the First Amendment Effective Date and certifying:
a) that attached thereto is a true and complete copy of the charter or other similar organizational document of such Loan Party, and each amendment thereto, certified (as of a date reasonably near the First Amendment Effective Date) as being a true and correct copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized;
b) that attached thereto is a true and complete copy of a certificate of the Secretary of State or other applicable Governmental Authority of the jurisdiction in which such Loan Party is organized, dated reasonably near the First Amendment Effective Date, listing the charter or other similar organizational document of such Person and each amendment thereto on file in such office and, if available, certifying that (i) such amendments are the only amendments to such Person’s charter on file in such office, (ii) such Person has paid all franchise taxes to the date of such certi...
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. The effectiveness of this First Amendment is subject to satisfaction, in the Administrative Agent’s sole discretion, of each of the following conditions precedent (the date on which all such conditions precedent are so satisfied shall be the “Effective Date”):
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 3.1. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this First Amendment, duly executed by the Company and the Required Holders of the Notes under the Note Purchase Agreement, shall have been delivered to the Noteholders; and
(b) the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof. Upon receipt of all of the foregoing, this First Amendment shall become effective.
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. Section 2.1. This First Amendment shall become effective on the date that the following conditions have been satisfied or waived (the “Effective Date”):
(a) the Noteholders (or their special counsel) shall have received executed counterparts of this First Amendment, duly executed by the Company;
(b) the Noteholders (or their special counsel) shall have received executed Amended Notes, duly executed by the Company;
(c) the Noteholders (or their special counsel) shall have received executed counterparts of the Affiliate Guaranty, duly executed by the Company and the Guarantors;
(d) the Company shall have paid each Noteholder an amount equal to 0.25% of the principal amount of the Notes held by such Noteholder; provided that the Noteholders (or their special counsel) shall have provided wire transfer instructions to the Company at least 3 Business Days prior to the Effective Date;
(e) the Noteholders (or their special counsel) shall have received:
(i) An Officer’s Certificate, dated the Effective Date, certifying that (i) the representations and warranties of the Company in Section 3 of this First Amendment and in Section 5 of the Amended and Restated Note Purchase Agreement are correct as of the Effective Date (or if such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), (ii) the Company shall have performed and complied with all material agreements and conditions contained in this First Amendment and (iii) after giving effect to the issue of the Amended Notes, no Default or Event of Default shall have occurred and be continuing; and
(ii) Copies of the resolutions of the board of directors of the Company authorizing the execution, delivery and performance by the Company of its obligations under this First Amendment, the Amended and Restated Note Purchase Agreement and the Amended Notes, certified by its Secretary or an Assistant Secretary; and
(iii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of the Company; and
(iv) A customary certificate of the Company certifying the names and true signatures of the officers of the Company, as applicable, authorized to sign this First Amendment and the other documents to be delivered hereunder; and
(v) A certificate of an officer of each Guarantor, dated the Effective Date, certifying that (i) the representations and warranties of such Guarantor in Section 5 of the ...
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this First Amendment, duly executed by the Company and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes; (b) the holders of Notes shall have received evidence satisfactory to them that the Company has entered into the Senior Loan Agreement; and (c) the recitals set forth above and the representations and warranties of the Company set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and (d) the Noteholders shall have been reimbursed for all reasonable and documented expenses incurred relating to this First Amendment. Upon receipt of all of the foregoing, this First Amendment shall become effective.
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT. This First Amendment shall become effective on the date (the "First Amendment Effective Date") on which:
(a) The Administrative Agent shall have received duly executed and delivered counterparts of this First Amendment that, when taken together, bear the signatures of Holdings, the Borrower and the Required Lenders.
(b) The Borrower shall have paid to the Administrative Agent all outstanding fees, costs and expenses owing to the Administrative Agent as of such date.
(c) The Administrative Agent shall have received such additional documentation as the Administrative Agent may reasonably require.
