Common use of Dissolution of Certain Subsidiaries Clause in Contracts

Dissolution of Certain Subsidiaries. (a) On or before December 31, 2006 (or such later date that is acceptable to Agent), Noble Logistic Services, Inc. (MI) (“NLS-MI”), Noble Construction Equipment, Inc. (“Noble Construction”) and Central Transportation and Delivery, Inc. (“Central Transportation”) shall be dissolved and any assets owned by such entity at the time of dissolution shall be distributed in compliance with Section 8.5(e) hereof, provided that, with respect to any such entity which is not so dissolved by such date, Borrower shall cause such entity to (i) execute and deliver to Agent, (a) at Agent’s option, a Guaranty or a joinder agreement to the Guaranty whereby such entity becomes obligated as a Guarantor under the Guaranty; and (b) at Agent’s option, a Security Agreement or a joinder agreement to the Security Agreement whereby such entity grants a Lien over its assets as set forth in the Security Agreement, in each case in form reasonably satisfactory to Agent, in its reasonable discretion, (ii) take such additional actions as may be necessary to ensure a valid first priority Lien over its assets, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) deliver such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent; provided further, that until such time as such entity has delivered the agreements and other items described in clauses (i), (ii) and (iii) herein, it shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property or be the payee on any material debt obligations or accounts, or (iii) have any material liabilities or obligations to any third party creditors. (b) Noble Logistics Services, Inc. (California) (“NLS-CA”) shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property other than a $1,550,000 promissory note payable to NLS-CA previously disclosed to the Agent, or (iii) have any material liabilities or obligations to any third party creditors.

Dissolution of Certain Subsidiaries. Not later than February 9, 2005, commence, or cause to be commenced, dissolution proceedings with respect to each of the following entities: (i) IMCO Indiana Partnership L.P., an Indiana limited partnership, (ii) Pittsburg Aluminum, Inc., a Kansas corporation, (iii) IMCO Operations Services Company, a Delaware corporation, (iv) Commonwealth Aluminum Tube Enterprises, LLC, a Delaware limited liability company, (v) Greencycle Holdings, LLC, a Delaware limited liability company, and (vi) Zer0waste, Inc., a Delaware corporation and such entities shall be dissolved in accordance with such proceedings. 6. The schedules to the Credit Agreement are hereby deleted in their entirety and in their stead are inserted the schedules attached hereto as Exhibit “B”. 7. Exhibit 2.1(a) to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 2.1(a) attached hereto. 8. Exhibit 2.16(d) to the Credit Agreement is hereby deleted in its entirety and in its stead is inserted Exhibit 2.16(d) attached hereto. 9. The provisions of Section 2 through 8 of this First Amendment shall not become effective until the Administrative Agent has received the following, each in form and substance acceptable to the Administrative Agent: (a) On this First Amendment, duly executed by each Loan Party and each Lender; (b) the documents and conditions listed in the Preliminary Closing Agenda set forth on Exhibit A attached hereto and made a part hereof; (c) such other documents as may be reasonably requested by the Administrative Agent. 10. The Loan Parties hereby reconfirm and reaffirm all representations and warranties, agreements and covenants made by and pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or before December 31waived in writing in accordance with the Credit Agreement or as set forth in this First Amendment or the exhibits attached hereto, 2006 and except any such representations or warranties made as of a specific date or time, which shall have been true and correct in all material respects as of such date or time. 11. The Loan Parties acknowledge and agree that each and every document, instrument or agreement which at any time has secured payment of the Obligations including, but not limited to, the Credit Agreement and the Pledge Agreements, continue to secure prompt payment when due of the Obligations. 12. The Loan Parties hereby represent and warrant to the Lenders and the Administrative Agent that (i) the Loan Parties have the legal power and authority to execute and deliver this First Amendment; (ii) the officers of the Loan Parties executing this First Amendment have been duly authorized to execute and deliver the same and bind the Loan Parties with respect to the provisions hereof; (iii) the execution and delivery hereof by the Loan Parties and the performance and observance by the Loan Parties of the provisions hereof and of the Credit Agreement and all documents executed or such later date to be executed therewith, do not violate or conflict with the organizational documents of the Loan Parties or any law applicable to the Loan Parties or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against the Loan Parties and (iv) this First Amendment, the Credit Agreement and the documents executed or to be executed by the Loan Parties in connection herewith or therewith constitute valid and binding obligations of the Loan Parties in every respect, enforceable in accordance with their respective terms. 13. The Loan Parties represent and warrant that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this First Amendment or the performance or observance of any provision hereof; and (ii) they presently have no claims or actions of any kind at law or in equity against the Lenders or the Administrative Agent arising out of or in any way relating to the Credit Agreement or the Other Documents. 14. Each reference to the Credit Agreement that is acceptable made in the Credit Agreement or any other document executed or to Agent)be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 15. The agreements contained in this First Amendment are limited to the specific agreements made herein. Except as amended hereby, Noble Logistic Servicesall of the terms and conditions of the Credit Agreement shall remain in full force and effect. This First Amendment amends the Credit Agreement and is not a novation thereof. 16. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, Inc. (MI) (“NLS-MI”)when so executed, Noble Construction Equipment, Inc. (“Noble Construction”) and Central Transportation and Delivery, Inc. (“Central Transportation”) shall be dissolved deemed an original, but all such counterparts shall constitute but one and any assets owned by such entity at the time of dissolution same instrument. 17. This First Amendment shall be distributed governed by, and shall be construed and enforced in compliance with Section 8.5(e) hereofaccordance with, provided thatthe Laws of the State of New York without regard to the principles or the conflicts thereof. The Loan Parties hereby consent to the jurisdiction and venue of any federal or state court located in the County of New York, State of New York with respect to any such entity which is not so dissolved by such date, Borrower shall cause such entity to (i) execute and deliver to Agent, (a) at Agent’s option, a Guaranty suit arising out of or a joinder agreement to the Guaranty whereby such entity becomes obligated as a Guarantor under the Guaranty; and (b) at Agent’s option, a Security Agreement or a joinder agreement to the Security Agreement whereby such entity grants a Lien over its assets as set forth in the Security Agreement, in each case in form reasonably satisfactory to Agent, in its reasonable discretion, (ii) take such additional actions as may be necessary to ensure a valid first priority Lien over its assets, subject only to the other Liens permitted pursuant to Section 8.2 of mentioning this Agreement, and (iii) deliver such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent; provided further, that until such time as such entity has delivered the agreements and other items described in clauses (i), (ii) and (iii) herein, it shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property or be the payee on any material debt obligations or accounts, or (iii) have any material liabilities or obligations to any third party creditorsFirst Amendment. (b) Noble Logistics Services, Inc. (California) (“NLS-CA”) shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property other than a $1,550,000 promissory note payable to NLS-CA previously disclosed to the Agent, or (iii) have any material liabilities or obligations to any third party creditors.

Dissolution of Certain Subsidiaries. (a) On or before December 31Borrowers have informed Agent that Borrowers desire to dissolve Medication Management Technologies, 2006 (or such later date that is acceptable to Agent)Inc., Noble Logistic ServicesMedication Management Systems, Inc. and Medical Technology Laboratories, Inc. (MI) (collectively the “NLS-MIUS Subsidiaries” and each a “US Subsidiary”). Contemporaneously with the dissolution of the US Subsidiaries, Noble Construction Equipment, Inc. (“Noble Construction”) and Central Transportation and Delivery, Inc. (“Central Transportation”) shall be dissolved and any assets owned by such entity at the time each US Subsidiary will assign all of dissolution shall be distributed in compliance with Section 8.5(e) hereof, provided that, with respect to any such entity which is not so dissolved by such date, Borrower shall cause such entity to (i) execute and deliver to Agent, (a) at Agent’s option, a Guaranty or a joinder agreement to the Guaranty whereby such entity becomes obligated as a Guarantor under the Guaranty; and (b) at Agent’s option, a Security Agreement or a joinder agreement to the Security Agreement whereby such entity grants a Lien over its assets as set forth in to MTS (collectively, the Security Agreement, in each case in form reasonably satisfactory to Agent, in its reasonable discretion, (ii) take such additional actions as may be necessary to ensure a valid first priority Lien over its assets, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) deliver such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent; provided further, that until such time as such entity has delivered the agreements and other items described in clauses (i“Dissolution”), (ii) and (iii) herein, it shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property or be the payee on any material debt obligations or accounts, or (iii) have any material liabilities or obligations to any third party creditors. (b) Noble Logistics ServicesAgent and Lender hereby consent to the Dissolution and, Inc. (California) (“NLS-CA”) solely for the purpose of avoiding the occurrence of a Default or Event of Default which could be caused by the Dissolution, waive Borrowers’ and Guarantors compliance with those provisions of the Loan Agreement and Other Agreements which would prohibit the Dissolution. Agent’s and Lender’s consent and waiver set forth in Section 2hereof is contingent upon the execution and delivery to Agent of the following documents, each of which shall not be in form and content satisfactory to Agent: (i) maintain or conductCopy of the resolutions of the Board of Directors and shareholders of for each US Subsidiary authorizing the dissolution of such US Subsidiary and the transfer of all its assets to MTS, either directly or indirectly, any business operations, certified to be true and correct by the Secretary of such US Subsidiary; (ii) own any Subsidiary or any real or material personal property other than a $1,550,000 promissory note payable Copy of Articles of Dissolution for each US Subsidiary, certified to NLS-CA previously disclosed to be true and correct by the Agent, or Secretary of State of the applicable jurisdiction; (iii) have Copies of all other material documents executed by each US Subsidiary in connection with the Dissolution, evidencing the transfer of all its assets to MTS; (iv) A fully executed Third Amendment to Securities Pledge Agreement (“Securities Pledge”); and (v) Such other documents as Agent or Lender may require in order to maintain its liens on all of the assets of MTS. (c) The consent and waiver contained in this Section 2 is given solely in connection with the Dissolution. Nothing in this Amendment nor in any material liabilities of the documents executed in connection herewith shall be deemed an obligation, agreement or obligations commitment by Agent and/or Lender to consent to any third party creditorsother transactions which would be prohibited by the terms and conditions of the Loan Agreement or any of the Other Agreements.

Dissolution of Certain Subsidiaries. (a) On or before December January 31, 2006 2007 (or such later date that is acceptable to Agent), Noble Logistic Services, Inc. (MI) (“NLS-MI”), Noble Construction Equipment, Inc. (“Noble Construction”) and Central Transportation and Delivery, Inc. (“Central Transportation”) shall be dissolved and any assets owned by such entity at the time of dissolution shall be distributed in compliance with Section 8.5(e) hereof, provided that, with respect to any such entity which is not so dissolved by such date, Borrower shall cause such entity to (i) execute and deliver to Agent, (a) at Agent’s option, a Guaranty or a joinder agreement to the Guaranty whereby such entity becomes obligated as a Guarantor under the Guaranty; and (b) at Agent’s option, a Security Agreement or a joinder agreement to the Security Agreement whereby such entity grants a Lien over its assets as set forth in the Security Agreement, in each case in form reasonably satisfactory to Agent, in its reasonable discretion, (ii) take such additional actions as may be necessary to ensure a valid first priority Lien over its assets, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) deliver such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent; provided further, that until such time as such entity has delivered the agreements and other items described in clauses (i), (ii) and (iii) herein, it shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property or be the payee on any material debt obligations or accounts, or (iii) have any material liabilities or obligations to any third party creditors. (b) Noble Logistics Services, Inc. (California) (“NLS-CA”) shall not (i) maintain or conduct, either directly or indirectly, any business operations, (ii) own any Subsidiary or any real or material personal property other than a $1,550,000 promissory note payable to NLS-CA previously disclosed to the Agent, or (iii) have any material liabilities or obligations to any third party creditors.