Direction Notices. (a) Each of the Banks which executes this Amendment, by its execution of this Amendment, confirms that it has received and reviewed each of the documents identified on Schedule II hereto, which documents have been distributed by the Borrowers to satisfy the requirements set forth in Section 6(a)(ii) of the Collateral Agency Agreement. (b) Each of the Banks which executes this Amendment, by its execution of this Amendment, hereby (1) agrees that, upon the satisfaction of the conditions set forth below, the conditions to the Borrowers' designation of the Series E First Mortgage Notes as Parity Debt set forth in Section 6(a) of the Collateral Agency Agreement (assuming the accuracy of the representations and warranties made by the Borrowers therein) will have been satisfied and (2) thereupon authorizes and directs the Collateral Agent to confirm in writing to the New Parity Lenders or the New Parity Agent, if any (as such terms are defined in the Supplement) that the conditions set forth in Section 6(a) have been satisfied with respect to that certain Note Agreement, to be dated as of March 15, 2000, among the Company, the General Partner and the purchasers named in Schedule I thereto, relating to the Series E First Mortgage Notes (the "Series E Note Agreement"): (i) The Collateral Agent shall have received a supplement (the "Supplement") to the Collateral Agency Agreement in the form of Exhibit A to the Collateral Agency Agreement, executed and delivered by the Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such term is defined in the Supplement), with no modifications
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Direction Notices. (a) Each of the Banks Holders which executes this Amendment, by its execution of this Amendment, confirms that it has received and reviewed each of the documents identified on Schedule II A hereto, which documents have been distributed by the Borrowers Obligors to satisfy the requirements requirement to distribute a copy of the proposed New Parity Debt Agreements and to deliver evidence that the incurrence of the Indebtedness evidenced by the Series D Notes complies with Section 10.1(f) of the Agreement as of the issuance date as set forth in Section 6(a)(ii) of the Collateral Agency Intercreditor Agreement.
(b) Each of the Banks Holders which executes this Amendment, by its execution of this Amendment, hereby (1) agrees that, upon the satisfaction of the conditions set forth below, the conditions to the Borrowers' Obligors designation of the Series E First Mortgage D Notes as Parity Debt set forth in Section 6(a) of the Collateral Agency Intercreditor Agreement (assuming the accuracy of the representations and warranties made by the Borrowers Obligors therein) will have been satisfied and (2) thereupon authorizes and directs the Collateral Agent to confirm in writing to the New Parity Lenders or the New Parity Agent, if any (as such terms are defined in the Supplement) ), that the conditions set forth in Section 6(a) have been satisfied with respect to that certain Note Agreement, to be dated as of March 15March, 20001999, among the Company, the General Partner and the purchasers named in Schedule I thereto, relating to the Series E First Mortgage D Notes (the "Series E D Note Agreement"), such Series D Note Agreement to be in the form delivered to the Holders pursuant to Section 3(a) above, with no material modifications thereof (provided that the completion of certain currently blank provisions shall not constitute a material modification):
(i) The Collateral Agent shall have received a supplement (the "Supplement") to the Collateral Agency Intercreditor Agreement in the form of Exhibit A to the Collateral Agency Intercreditor Agreement, executed and delivered by the Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such term is defined in the Supplement), with no modificationsmodifications thereto other than minor, nonmaterial changes necessary to identify the Series D Notes transaction.
(ii) The Collateral Agent shall have received an Officer's Certificate (as defined in the Intercreditor Agreement, an "Officer's Certificate") of the Borrowers to the effect that (A) Sections 9.3(b) and 10.7(c) of the Series D Note Agreements are substantially identical to (including without limitation with respect to amounts to be prepaid), and not in conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds (as defined in the Intercreditor Agreement) or (2) Section 10.7(c) of the Note Agreements and Section 8.8(c) of the Credit Agreement with respect to Excess Sale Proceeds (as defined in the Intercreditor Agreement) and (B) the incurrence of the Series D Notes complies with the terms of Section 10.1(a), 10.1(b), 10.1(e) or 10.1(f) of the Note Agreements and Section 8.1(a), 8.1(b), 8.1(e) or 8.1(f) of the Credit Agreement.
(iii) The Collateral Agent shall have received an Officer's Certificate of the Obligors to the effect that all state and local stamp, recording, filing, intangible and similar taxes or fees which are payable in connection with the inclusion of the Series D Notes as Obligations (as defined in the Intercreditor Agreement) shall have been paid.
(iv) The Collateral Agent shall have received an Officer's Certificate of the Obligors to the effect that no General Event of Default shall have occurred and be continuing as of the date of the Supplement and as of the Parity Effective Date.
(v) The Company shall have delivered to each of the Holders an execution copy of an amendment to the Credit Agreement relating to the issuance of the Series D Note Agreement.
(vi) The Collateral Agent and the Obligors shall have received counterpart execution copies of a Direction Notice executed and delivered by the Requisite Percentage, as required under the Intercreditor Agreement.
(c) Each of the Holders which executes this Amendment, by its execution hereof, hereby (i) acknowledges that certain of the Mortgages contain limitations of the maximum principal amounts on the Obligations which are secured by such Mortgages, which limitations were established based upon the appraised value of each property covered by the Mortgages and (ii) in connection with the issuance of the Series D Notes and in connection with any future issuance of Parity Debt, authorizes and directs the Collateral Agent to negotiate and execute (A) at the request of the Borrowers, amendments to each of the Florida Mortgages and to such of the other Mortgages as deemed necessary or advisable by the Collateral Agent to establish such separate limitations with respect to the Series D Notes (or future issuances of Parity Debt, as the case may be) in an amount that increases the aggregate amount of the limitations on the maximum principal amounts secured by such Mortgage to 105% of the amount of the then current limitation(s) in such Mortgage, and (B) any other Mortgages or amendments to Mortgages deemed necessary by the Collateral Agent to obtain title insurance endorsements on the properties covered by the Mortgages.
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Direction Notices. (aPursuant to Sections 3(b) Each of the Banks which executes this Amendment, by its execution of this Amendment, confirms that it has received and reviewed each of the documents identified on Schedule II hereto, which documents have been distributed by the Borrowers to satisfy the requirements set forth in Section 6(a)(ii8(b) of the Collateral Agency Intercreditor Agreement.
(b) Each of the Banks which executes this Amendment, by its execution of this Amendment, hereby (1) agrees that, upon the satisfaction of the conditions set forth below, the conditions to the Borrowers' designation of the Series E First Mortgage Notes as Parity Debt set forth in Section 6(a) of the Collateral Agency Agreement (assuming the accuracy of the representations and warranties made by the Borrowers therein) will have been satisfied and (2) thereupon undersigned hereby authorizes and directs the Collateral Agent and, where appropriate, the Cash Collateral Sub-Agent, to:
(a) execute and deliver any and all documents or instruments necessary or desirable to confirm in writing release the Collateral Agent's existing first priority Liens on the Drop Down Assets;
(b) execute and deliver an amendment to the New Parity Lenders or Intercreditor Agreement in substantially the New Parity Agent, if any form attached as Exhibit A hereto;
(as such terms are defined in c) execute and deliver amendments to the Supplement) that Security Documents to add "investment property" of the conditions set forth in Section 6(a) have been satisfied with respect Company and its Restricted Subsidiaries to that certain Note Agreementthe General Collateral, to be dated correct the account number of the Cash Concentration Account, to amend the definition of "Parity Debt" to include debt issued pursuant to Section 10.1(k) of the Note Agreements and to permit the Company to transfer amounts from the Cash Concentration Account to one or more permitted investment accounts for the purpose of making Investments;
(d) execute and deliver a joinder agreement to the Subsidiary Security Agreement to add Columbia and CPH as assignors thereunder;
(e) execute, deliver and record new Security Documents to add the real and personal property of March 15, 2000, among the Company, Columbia and CPH to the General Partner Collateral;
(f) execute and the purchasers named in Schedule I thereto, relating deliver a joinder agreement to the Series E First Mortgage Notes Subsidiary Guarantee to add Columbia and CPH as guarantors thereunder; and
(g) execute, deliver, file or record such other documents, agreements or instruments, and take such action, as the "Series E Note Agreement"):
Collateral Agent reasonably believes to be necessary or desirable in furtherance of any of the foregoing. Each of the undersigned Holders acknowledges and agrees that (i) The neither CPLP nor any of its Subsidiaries, including, without limitation, AmeriGas Eagle Parts & Service, will execute the Subsidiary Security Agreement, the Subsidiary Guarantee or otherwise guarantee or pledge any of their respective assets to secure the Obligations, (ii) no Liens on any real or personal property of CPLP or any of its Subsidiaries, including, without limitation, AmeriGas Eagle Parts & Service, will be granted to or held by the Collateral Agent shall have received for the benefit of the Secured Creditors, (iii) although Columbia owns 50% of the Capital Stock of Atlantic Energy neither the Collateral Agent nor any Secured Creditor will receive a supplement pledge of such Capital Stock, (iv) the "Supplement"Collateral Agent will not receive lien searches on any of the real or personal property of Columbia, CPH, AmeriGas Eagle Parts & Service or CPLP prior to the consummation of the Acquisition, and (v) neither the Collateral Agent nor any Secured Creditor will receive any opinions of counsel as to the perfection or priority of the Liens granted to the Collateral Agency Agreement in Agent for the form benefit of Exhibit A the Secured Creditors pursuant to the Collateral Agency Agreement, executed and delivered by the Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such term is defined in the Supplement), with no modificationsSecurity Documents.
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Direction Notices. (a1) Each of the Banks Holders which executes this First Amendment, by its execution of this First Amendment, confirms that it has received and reviewed each of the documents identified on Schedule II A hereto, which documents have been distributed by the Borrowers Obligors to satisfy the requirements requirement to distribute a copy of the proposed New Parity Debt Agreements and to deliver evidence that the incurrence of the Indebtedness evidenced by the notes (the "Series E Notes") issued in an aggregate principal amount not exceeding $80,000,000 pursuant to the Series E Note Agreement (as defined below) complies with Section 10.1(f) of the Agreement as of the issuance date as set forth in Section 6(a)(ii) of the Collateral Agency Intercreditor Agreement.
(b2) Each of the Banks Holders which executes this First Amendment, by its execution of this First Amendment, hereby (1) agrees that, upon the satisfaction of the conditions set forth below, the conditions to the BorrowersObligors' designation of the Series E First Mortgage Notes as Parity Debt set forth in Section 6(a) of the Collateral Agency Intercreditor Agreement (assuming the accuracy of the representations and warranties made by the Borrowers Obligors therein) will have been satisfied and (2) thereupon authorizes and directs the Collateral Agent to confirm in writing to the New Parity Lenders or the New Parity Agent, if any (as such terms are defined in the Supplement) ), that the conditions set forth in Section 6(a) have been satisfied with respect to that certain Note Agreement, to be dated as of March 15, 2000, among the Company, the General Partner and the purchasers named in Schedule I thereto, relating to the Series E First Mortgage Notes (the "Series E Note Agreement"), such Series E Note Agreement to be in the form delivered to the Holders pursuant to Section 3(a) above, with no material modifications thereof (provided that the completion of certain currently blank provisions shall not constitute a material modification):
(i1) The Collateral Agent shall have received a supplement (the "Supplement") to the Collateral Agency Intercreditor Agreement in the form of Exhibit A to the Collateral Agency Intercreditor Agreement, executed and delivered by the Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such term is defined in the Supplement), with no modificationsmodifications thereto other than minor, nonmaterial changes necessary to identify the Series E Notes transaction.
(2) The Collateral Agent shall have received an Officer's Certificate (as defined in the Intercreditor Agreement, an "Officer's Certificate") of the Borrowers to the effect that (A) Sections 9.3(b) and 10.7(c) of the Series E Note Agreements are substantially identical to (including without limitation with respect to amounts to be prepaid), and not in conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds (as defined in the Intercreditor Agreement) or (2) Section 10.7(c) of the Note Agreements and Section 8.8(c) of the Credit Agreement with respect to Excess Sale Proceeds (as defined in the Intercreditor Agreement) and (B) the incurrence of the Series E Notes complies with the terms of Section 10.1(a), 10.1(b), 10.1(e) or 10.1(f) of the Note Agreements and Section 8.l(a), 8.l(b), 8.l(e) or 8.1(f) of the Credit Agreement.
(3) The Collateral Agent shall have received an Officer's Certificate of the Obligors to the effect that all state and local stamp, recording, filing, intangible and similar taxes or fees which are payable in connection with the inclusion of the Series E Notes as Obligations (as defined in the Intercreditor Agreement) shall have been paid.
(4) The Collateral Agent shall have received an Officer's Certificate of the Obligors to the effect that no General Event of Default shall have occurred and be continuing as of the date of the Supplement and as of the Parity Effective Date.
(5) The Company shall have delivered to each of the Holders an amendment to Section 1 of the Credit Agreement providing for substantially the same definitions of "Average Consolidated Pro Forma Debt Service" and "Consolidated Pro Forma Debt Service" as are set forth in Section 13 of the Agreement after giving effect to this First Amendment.
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Direction Notices. (a) Each of the Banks which executes this Amendment, by its execution of this Amendment, confirms that it has received and reviewed each of the documents identified on Schedule II hereto, which documents have been distributed by the Borrowers to satisfy the requirements set forth in Section 6(a)(ii) of the Collateral Agency Agreement.
(b) Each of the Banks which executes this Amendment, by its execution of this Amendment, hereby (1) agrees that, upon the satisfaction of the conditions set forth below, the conditions to the Borrowers' designation of the Series E D First Mortgage Notes as Parity Debt set forth in Section 6(a) of the Collateral Agency Agreement (assuming the accuracy of the representations and warranties made by the Borrowers therein) will have been satisfied and (2) thereupon authorizes and directs the Collateral Agent to confirm in writing to the New Parity Lenders or the New Parity Agent, if any (as such terms are defined in the Supplement) ), that the conditions set forth in Section 6(a) have been satisfied with respect to that certain Note Agreement, to be dated as of March 15March, 20001999, among the Company, the General Partner and the purchasers named in Schedule I thereto, relating to the Series E D First Mortgage Notes (the "Series E D Note Agreement"):
(i) The Collateral Agent shall have received a supplement (the "Supplement") to the Collateral Agency Agreement in the form of Exhibit A to the Collateral Agency Agreement, executed and delivered by the Obligors, the New Parity Lenders and the New Parity Agent, if any (as each such term is defined in the Supplement), with no modificationsmodifications thereto other than minor, nonmaterial changes necessary to identify the Series D First Mortgage Notes transaction.
(ii) The Collateral Agent shall have received an Officer's Certificate (as defined in the Collateral Agency Agreement, an "Officer's Certificate") of the Borrowers to the effect that (A) Sections 9.3(b) and 10.7(c) of the Series D Note Agreement are substantially identical to (including without limitation with respect to amounts to be prepaid), and not in conflict or inconsistent with (1) Section 9.3(b) of the Note Agreements and Section 2.7(c) of the Credit Agreement with respect to Excess Taking Proceeds (as defined in the Collateral Agency Agreement) or (2) Section 10.7(c) of the Note Agreements and Section 8.8(c) of the Credit Agreement with respect to Excess Sale Proceeds (as defined in the Collateral Agency Agreement) and (B) the incurrence of the Series D First Mortgage Notes complies with the terms of Section 10.1(a), 10.1(b), 10.1(e) or 10.1(f) of the Note Agreements and Section 8.1(a), 8.1(b), 8.1(e) or 8.1(f) of the Credit Agreement.
(iii) The Collateral Agent shall have received an Officer's Certificate of the Borrowers to the effect that all state and local stamp, recording, filing, intangible and similar taxes or fees which are payable in connection with the inclusion of the Series D First Mortgage Notes as Obligations (as defined in the Collateral Agency Agreement) shall have been paid.
(iv) The Collateral Agent shall have received an Officer's Certificate of the Borrowers to the effect that no General Event of Default shall have occurred and be continuing as of the date of the Supplement.
(c) Each of the Banks which executes this Amendment, by its execution hereof, hereby (i) acknowledges that certain of the Mortgages contain limitations on the maximum principal amounts of the Obligations which are secured by such Mortgages, which limitations were established based upon the appraised value of each property covered by the Mortgages and (ii) in connection with the issuance of the Series D First Mortgage Notes and in connection with any future issuance of Parity Debt, authorizes and directs the Collateral Agent to negotiate and execute (A) at the request of the Borrowers, amendments to each of the Florida Mortgages and to such of the other Mortgages as deemed necessary or advisable by the Collateral Agent to establish such separate limitations with respect to the Series D First Mortgage Notes (or future issuances of Parity Debt, as the case may be) in an amount that increases the aggregate amount of the limitations on the maximum principal amounts secured by such Mortgage to 105% of the amount of the then current limitation(s) in such Mortgage, and (B) any other Mortgages or amendments to Mortgages deemed necessary by the Collateral Agent to obtain title insurance endorsements on the properties covered by the Mortgages.
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