Common use of Conditions to Effectiveness of this Second Amendment Clause in Contracts

Conditions to Effectiveness of this Second Amendment. This Second Amendment shall not become effective until, and shall become effective when, each of the following conditions precedent shall have been fulfilled: (a) The Bank shall have received this Second Amendment, the Term Note and such other documents as the Bank may require, each duly executed by the Company; (b) The Bank shall have received a copy of the Resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance of this Second Amendment, and the other documents required by the Bank with such resolutions certified by the Secretary of the Company as accurate, not rescinded or repealed and entered into the corporate minutes of the Company; (c) The Bank shall have received a certification by the secretary of the Company (i) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Company since the same were delivered to the Bank pursuant to the Agreement; (ii) certifying that the Company remains in good standing as a corporation under Minnesota law since the date of the Agreement; and (iii) identifying the officers executing this Second Amendment and the other documents required by the Bank under paragraph 3(a) above, and certifying as to their incumbency; (d) The Bank shall have received a Collateral Assignment of Patents in form satisfactory to the Bank, duly executed by the Company; (e) The Bank shall have received a Third Party Security Agreement in form satisfactory to the Bank duly executed by Rimage Europe, GmbH. granting the Bank a security interest in the assets of Rimage Europe, GmbH. as security for the indebtedness of the Company, together with a certification of the secretary of Rimage Europe, GmbH. (or another officer) of the resolutions of the Board of Directors of such company authorizing the execution and delivery of the Third Party Security Agreement and certifying the incumbency of the officer or officers executing such Third Party Security Agreement. (f) The Bank shall have received proof of the insurance required under the Third Party Security Agreement in form and substance satisfactory to the Bank. (g) The Bank shall have received the Reaffirmation of Security Interest in the forms of Exhibits B and C hereto, duly executed by the parties thereto.

Conditions to Effectiveness of this Second Amendment. This 3.1 Upon satisfaction of each and every one of the following conditions, this Second Amendment shall not become effective until, and shall become effective when, each as of the following conditions precedent shall have been fulfilleddate first written above: (a) The Bank shall have received executed counterparts of this Second Amendment, the Term Note and such other documents as the Bank may require, each duly executed by the CompanyCompany and the holders of at least 51% of the outstanding principal of the Notes, shall have been delivered to each Noteholder or its special counsel; (b) The Bank shall have received a copy of the Resolutions of the Board of Directors representations and warranties of the Company authorizing set forth in Section 2 hereof are true and correct on and with respect to the execution, delivery and performance of this Second Amendment, and the other documents required by the Bank with such resolutions certified by the Secretary of the Company as accurate, not rescinded or repealed and entered into the corporate minutes of the Companydate hereof; (c) The Bank the Intercreditor Agreement, in form and substance satisfactory to each Noteholder, shall have received a certification been duly executed by the secretary each of the Company (i) certifying that there has parties thereto and shall be in full force and effect and a copy thereof shall have been no amendment to the Articles of Incorporation or Bylaws of the Company since the same were delivered to the Bank pursuant to the Agreement; (ii) certifying that the Company remains in good standing as a corporation under Minnesota law since the date of the Agreement; and (iii) identifying the officers executing this Second Amendment and the other documents required by the Bank under paragraph 3(a) above, and certifying as to their incumbencyeach Noteholder or its special counsel; (d) The Bank each Noteholder or its special counsel (or, in the case of clause (2) below, the Collateral Agent) shall have received a Collateral Assignment of Patents in form satisfactory to the Bank, duly an executed by the Company; (e) The Bank shall have received a Third Party Security Agreement in form satisfactory to the Bank duly executed by Rimage Europe, GmbH. granting the Bank a security interest in the assets of Rimage Europe, GmbH. as security for the indebtedness counterpart of the Company, together with a certification of the secretary of Rimage Europe, GmbH. (or another officer) of the resolutions of the Board of Directors of such company authorizing the execution and delivery of the Third Party Security Agreement and certifying the incumbency of the officer or officers executing such Third Party Security Pledge Agreement. (f) The Bank shall have received proof of the insurance required under the Third Party Security Agreement , each in form and substance satisfactory to the BankRequired Holders, together with: (1) Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Collateral Agent under the Security Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Collateral Agent under such Security Documents as a first priority Lien in and to such other Collateral as the Required Holders may reasonably require, including without limitation the delivery by the Company or any Subsidiary of all certificates evidencing pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto; (2) the originals of all promissory notes issued in connection with Debt permitted by Section 7.03(e) of the Bank Credit Agreement, together with duly executed undated endorsements in blank affixed thereto; (3) except with the express prior written consent of the Required Holders in each instance, with respect to the Investment Property (as defined in the Security Agreement) listed on Schedule 9(e) of the Security Agreement, copies of each existing Qualifying Control Agreement (as defined in the Security Agreement) from the applicable securities intermediary; (4) except with the express prior written consent of the Required Holders in each instance, with respect to the Deposit Accounts (as defined in the Security Agreement) listed on Schedule 9(f) of the Security Agreement, copies of each existing Qualifying Control Agreement (as defined in the Security Agreement) from the applicable depositary institutions; and (5) evidence that all insurance required to be maintained pursuant to the Note Purchase Agreement, the Security Documents or any other Transaction Document has been obtained and is in effect, together with the certificates of insurance and endorsements, naming the Collateral Agent on behalf of the Secured Creditors as an additional insured or lender's loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Company and the Guarantors that constitute Collateral. (e) each Noteholder or its special counsel shall have received an executed counterpart of a Mortgage, or an amendment to Mortgage, in each case, in form and substance satisfactory to the Required Holders, with respect to each Mortgaged Property listed on Schedule 6 in recordable form, and, to the extent not previously delivered to the Collateral Agent, together with: (1) to the extent necessary under applicable law, for filing in the appropriate county land office(s), Uniform Commercial Code financing statements covering fixtures, if required, in each case appropriately completed; (2) mortgage policies of title insurance (which, if satisfactory to the Required Holders, may be in the form of a xxxx-up of pro forma mortgage policies which are satisfactory to the Required Holders subsequently to be followed by mortgage policies) relating to each Mortgage of the Mortgaged Property referred to above, issued by a title insurer reasonably satisfactory to the Required Holders (the “Title Company”), in an insured amount satisfactory to the Required Holders and insuring the Collateral Agent and the Secured Creditors that the Mortgage on each such Mortgaged Property is a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Liens permitted by Section 10.5, with each such mortgage policy (i) to be in form and substance satisfactory to the Required Holders, (ii) to include a reference to the relevant survey with no survey exceptions except those theretofore approved by the Required Holders (such approval not to be unreasonably withheld or delayed), (iii) not to include any exception(s) for mechanic's liens, and (iv) to provide for affirmative insurance and endorsements (to the extent applicable and available in the relevant jurisdiction) as the Required Holders may reasonably request; (3) if requested by the Required Holders, (i) surveys for each Mortgaged Property sufficient for the Title Company to remove the standard survey exceptions from the title insurance policies and issue the endorsements required in clause (2)(iv) above, or (ii) affidavits delivered to the title insurer sufficient for the Title Company to remove the standard survey exceptions from the title policies and issue the endorsements referenced in clause (2)(iv) above; (4) evidence (which may be satisfied by appropriate instructions in a funds flow memorandum) of payment to the title insurer of all expenses and premiums of the title insurer in connection with the issuance of such policies and endorsements and payment to the Title Company of an amount equal to any fees or taxes, including recording, mortgage, intangible and stamp taxes payable in connection with recording the Mortgages and Uniform Commercial Code financing statements covering fixtures, if applicable, in the appropriate county or state land office(s); (5) in connection with any Mortgage, customary opinions of counsel in the jurisdiction where each Mortgaged Property is located; and (6) evidence of flood insurance coverage satisfactory to the Required Holders for each Mortgaged Property located in a specified flood hazard zone pursuant to a Standard Flood Hazard Determination. (f) the Bank Credit Agreement, providing for a $215,000,000 revolving credit facility to the Company and having other terms and conditions satisfactory to the Required Holders, shall have been duly executed and delivered by each of the parties thereto and shall be in full force and effect and a copy thereof shall have been delivered to each Noteholder or its special counsel; (g) The Bank an amendment to the Note Purchase Agreement, dated as of December 12, 2007, by and among the Company and the Purchasers named on the Schedule A attached thereto, consistent with the amendments set forth in this Amendment, and such amendment shall have been duly executed by each of the parties thereto and shall be in full force and effect and a copy thereof shall have been delivered to each Noteholder or its special counsel; (h) such certificates of resolutions or other action, incumbency certificates and/or other certificates (including specimen signatures) of Responsible Officers of the Company and each Guarantor as the Required Holders or their special counsel may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment, the Security Documents to which such Person is a party and the Intercreditor Agreement; (i) such documents and certifications as the Required Holders may reasonably require to evidence that the Company and each Guarantor is duly organized or formed, and that the Company and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (j) each Noteholder shall have received a customary opinion, addressed to the Reaffirmation such Noteholder, of Xxxxx Day, counsel for the Company and the Guarantors, and the general counsel or assistant general counsel for the Company and the Guarantors, in each case in form and substance satisfactory to the Required Holders concerning the Company, the Guarantors, this Second Amendment, the Security Interest Documents (which may include some or all of the Mortgages), the Intercreditor Agreement and as to such matters as the Required Holders may reasonably request; (k) a certificate of a Responsible Officer of the Company and each Guarantor either (1) attaching copies of all consents, licenses and approvals required in connection with the forms execution, delivery and performance by such Person and the validity against such Person of Exhibits B the Transaction Documents to which it is a party, and C such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; (l) 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 (m) the Company shall have paid the fees and expenses of Xxxxxx Xxxxxx LLP, duly executed by special counsel to the parties theretoNoteholders, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment, the Security Documents and the Intercreditor Agreement.

Conditions to Effectiveness of this Second Amendment. Section 5.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions precedent shall have been fulfilledsatisfied: (a) The Bank shall have received executed counterparts of this Second Amendment, the Term Note and such other documents as the Bank may require, each duly executed by the CompanyCompany and the holders of the Notes, shall have been delivered to the Noteholders; (b) The Bank the Company shall have received a copy of delivered to each Noteholder the Resolutions of PIK Notes to be issued to such Noteholder pursuant to the Board of Directors of the Company authorizing the execution, delivery and performance of this Second Amendment, and the other documents required by the Bank with such resolutions certified by the Secretary of the Company as accurate, not rescinded or repealed and entered into the corporate minutes of the CompanyAgreement; (c) The Bank the Company shall have received a certification by delivered to the secretary Noteholders executed copies of the Company (i) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of the Company since the same were delivered Pledge and Security Agreement, (ii) Amendment No. 2 to the Bank pursuant to the Credit Agreement; (ii) certifying that the Company remains in good standing as a corporation under Minnesota law since the date of the Agreement; and , (iii) identifying the officers executing this Second First Amendment to Note Purchase and Private Shelf Agreement dated as of the date hereof among the Company and the other documents required holders of the 2005 Notes (the “2005 Note Agreement Amendment”), (iv) the Amended and Restated Intercreditor Agreement dated as of the date hereof by and among the holders of the Secured Obligations and acknowledged by the Bank under paragraph 3(aCompany and (v) abovea joinder to the Subsidiary Guaranty Agreement from Kedzie Aircraft LLC, and certifying as to their incumbency; (d) The Bank all related agreements, documents and instruments, in each case, in connection therewith, all of which shall have received a Collateral Assignment of Patents in form satisfactory to the Bank, duly executed by the Company; (e) The Bank shall have received a Third Party Security Agreement in form satisfactory to the Bank duly executed by Rimage Europe, GmbH. granting the Bank a security interest in the assets of Rimage Europe, GmbH. as security for the indebtedness of the Company, together with a certification of the secretary of Rimage Europe, GmbH. (or another officer) of the resolutions of the Board of Directors of such company authorizing the execution and delivery of the Third Party Security Agreement and certifying the incumbency of the officer or officers executing such Third Party Security Agreement. (f) The Bank shall have received proof of the insurance required under the Third Party Security Agreement be in form and substance satisfactory to the Bank.Noteholders; (d) the Company shall have prepaid the principal of the Notes required to be prepaid pursuant to Section 8.8 of the Note Agreement, as amended hereby, as a result of repayments of Debt required to satisfy the condition precedent to the effectiveness of Amendment No. 2 to the Bank Credit Agreement set forth in Section 3(a)(i) thereof; (e) for the account of each Noteholder, the Company shall have paid an amendment fee in an amount equal to 0.50% of the principal amount of the Notes outstanding as of the Amendment No. 2 Effective Date held by such Noteholders; (f) the representations and warranties of the Company set forth in Section 3 hereof are true and correct on and with respect to the date hereof; (g) The Bank the Noteholders shall have received the Reaffirmation favorable opinion of Security Interest counsel to the Company as to the matters set forth in Sections 4.1(a), 4.1(b) and 4.1(c) hereof, which opinion shall be in form and substance satisfactory to the forms Noteholders; and (h) the Company agrees to pay upon demand, the reasonable fees and expenses of Exhibits B Xxxxxx, Hall & Xxxxxxx, LLP, special counsel to the Noteholders, in connection with the negotiation, preparation, approval, execution and C heretodelivery of this Second Amendment . Upon receipt of all of the foregoing, duly executed by this Second Amendment shall become effective (the parties thereto“Amendment No. 2 Effective Date”).

Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each of on the date (the "Second Amendment Effective Date") when the following conditions precedent shall have been fulfilledsatisfied: (a) The Bank shall have received executed counterparts of this Second Amendment, the Term Note and such other documents as the Bank may require, each duly executed by the CompanyCompany and the holders of all of the Notes, shall have been delivered to the Noteholders; (b) The Bank the Noteholders shall have received a copy of the Resolutions resolutions of the Board of Directors of the Company authorizing the execution, delivery and performance by the Company of this Second Amendment, and the other documents required by the Bank with such resolutions certified by the Company's Secretary of the Company as accurate, not rescinded or repealed and entered into the corporate minutes of the Companyan Assistant Secretary; (c) The Bank shall have received a certification by the secretary representations and warranties of the Company (i) certifying that there has been no amendment set forth in Section 2 hereof are true and correct on and with respect to the Articles of Incorporation or Bylaws of the Company since the same were delivered to the Bank pursuant to the Agreement; (ii) certifying that the Company remains in good standing as a corporation under Minnesota law since the date of the Agreement; and (iii) identifying the officers executing this Second Amendment and the other documents required by the Bank under paragraph 3(a) above, and certifying as to their incumbencyhereof; (d) The Bank the Noteholders shall have received a Collateral Assignment the favorable opinion of Patents in form satisfactory counsel to the Bank, duly executed by the Company; (e) The Bank shall have received a Third Party Security Agreement in form satisfactory Company as to the Bank duly executed by Rimage Europematters set forth in Sections 2.1(a), GmbH. granting the Bank a security interest in the assets of Rimage Europe2.1(b), GmbH. as security for the indebtedness of the Company2.1(c), together with a certification of the secretary of Rimage Europe2.1(d) and 2.1(e) hereof, GmbH. (or another officer) of the resolutions of the Board of Directors of such company authorizing the execution and delivery of the Third Party Security Agreement and certifying the incumbency of the officer or officers executing such Third Party Security Agreement. (f) The Bank which opinion shall have received proof of the insurance required under the Third Party Security Agreement be in form and substance satisfactory to the Bank.Noteholders and as to such other matters as may be requested by the Noteholders; (ge) The Bank the Noteholders shall have received each of the Reaffirmation of Security Interest following documents (i) a Warrant Certificate, substantially in the forms form of Exhibits Exhibit A to the Warrant Agreement (each, a "Warrant Certificate"), for each Noteholder representing the right to purchase 100,000 shares of common stock, no par value per share, of the Company ("Common Stock"), (ii) a Warrant Agreement, substantially in the form of Exhibit B and C heretoattached hereto (the "Warrant Agreement"), duly executed by the Company and (iii) a Registration Rights Agreement, substantially in the form of Exhibit C attached hereto (the "Registration Rights Agreement"), duly executed by the Company and the other parties thereto; (f) the Noteholders shall have received a Subsidiary Guaranty, substantially in the form of Exhibit D hereto, executed and delivered by each Subsidiary of the Company that is organized under the laws of the United States (or any State thereof or the District of Columbia) which is not a party to a Subsidiary Guaranty prior to the Second Amendment Effective Date; (g) the Noteholders shall have received a Guarantor Consent and Acknowledgment, as set forth at the foot hereof, executed and delivered by all parties to the Guaranties of Payment of Debt, each dated as of August 15, 1997, in respect of the Notes; and (h) each Noteholder shall have received the payment in cash of an amendment fee in the amount of 0.60% of the principal amount of such Noteholder's Note. Section 3.2. This Second Amendment shall become retroactively ineffective as of the date hereof if, within 14 days of the date hereof, the Noteholders shall not have received a Guaranty, in form and substance acceptable to the Noteholders, executed and delivered by each of CTC, Amcast Casting Technologies, Inc. and Izumi, Inc., together with such corporate governance documents and opinions of counsel as the Noteholders may request.