Effectiveness of Second Amendment. This Second Amendment is effective as of December 6, 2002, and shall apply to each and every CFS Conforming Loan that is purchased under the NPA in accordance with its terms. In all other respects the NPA is hereby ratified and confirmed.
Effectiveness of Second Amendment. Upon the execution and delivery of this Second Amendment, the Agreement will thereupon be deemed to be amended as hereinabove set forth as fully and with the same effect as if the amendments made hereby were originally set forth in the Agreement, and this Second Amendment and the Agreement will henceforth respectively be read, taken and construed as one and the same instrument.
Effectiveness of Second Amendment. This Second Amendment shall become effective upon its execution and delivery by the Company, the Lenders and the Agent and satisfaction of the following conditions:
Effectiveness of Second Amendment. This Second Amendment shall be effective on the date upon which each of the following conditions precedent has been satisfied.
Effectiveness of Second Amendment. This Second Amendment, together with the Stock Purchase Agreement, as amended by the First Amendment to the Stock Purchase Agreement dated June 30, 2003 ("First Amendment")(including without limitation all exhibits, schedules and appendices thereto) constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Second Amendment. Except as expressly provided in this Second Amendment, all other terms and conditions of the Stock Purchase Agreement, including all exhibits, schedules and appendices thereto, and the First Amendment remain in full force and effect and are not amended or modified in any respect.
Effectiveness of Second Amendment. Notwithstanding the provisions of Section II of the Second Amendment that provide for all amendments set forth in the Second Amendment to become effective on the “Second Amendment Effective Date” (as defined in the Second Amendment), effective as of the Third Amendment Effective Date the Credit Agreement is hereby amended as shown in the Amended Credit Agreement attached hereto as Exhibit A; provided that if the Acquisition Agreement (as defined in the Second Amendment) is validly terminated in accordance with its terms without the Parent Acquisition having been consummated, the following amendments set forth in the Amended Credit Agreement and as reflected in the Second Amendment shall no longer be effective and shall be removed from the Amended Credit Agreement in all respects: (a) Section 1.1(A) of the Second Amendment to add the following defined terms to Section 1.01 of the Credit Agreement (as defined in the Second Amendment): “Acquisition,” “Acquisition Closing Date,” “Bridge Financing,” “Existing Senior Notes,” “Sponsor,” and “Sponsor Affiliates;” (b) Section 1.1(E) of the Second Amendment; (c) Section 1.1(F) of the Second Amendment; and (d) Section 1.3(A), (B), (C) (but only with respect to the reference to the Bridge Financing (as defined in the Second Amendment)) and (D).
Effectiveness of Second Amendment. At the election of Lessor, by delivery of written notice to Lessee, this Second Amendment shall be rendered null and void and of no force or effect, if (i) Lessee fails to pay Lessor Two Hundred Two Thousand Dollars ($202,000), for application to the sums first payable by Lessee pursuant to Section 3(a) of this Agreement on or before February 25, 2004, (ii) Lessee fails to pay Lessor Four Hundred Four Thousand Dollars ($404,000), for application to the sums owing by Lessee to Lessor under Section 2(a) of the Building 2 Agreement on or before February 25, 2004, (iii) any other sums payable by Lessee on or before May 1, 2004 pursuant to this Second Amendment (i.e., Fifty Eight Thousand Three Hundred Forty-Four Dollars ($58,344)) or pursuant to Section 2 of the Building 2 Agreement (i.e., the "Landlord's Work Amount" as therein defined)) are not paid on or before the due dates thereof, (ii) as of May 1, 2004 or such earlier date is as required by this Agreement (a) the Letter of Credit (or substitute Warrant) required by Section 5(b) above has not been issued to Lessor or is otherwise not in full force and effect for the benefit of Lessor, (b) any Warrant Shares to be issued to the Escrow Agent or Lessor, or delivered by the Escrow Agent to Lessor, pursuant to the Warrant have not been issued or delivered as and when required by the terms of the Warrant, (c) if a Warrant has been issued to Lessor, the Registration Rights Agreement is not in full force and effect for the benefit of Lessor, and/or (d) if a Warrant has been issued to Lessor, Southwall has failed to register the Warrant Shares as and when required by the Registration Rights Agreement, or (iii) on or before May 1, 2004 the Lease is rejected in any bankruptcy or insolvency proceeding brought by or against Lessee. Upon delivery of any such notice by Lessor rescinding this Second Amendment, (1) the Original Lease, as amended by the First Amendment, shall be reinstated, (2) any sums received by Lessor pursuant to this Second Amendment shall be deemed paid on account of the sums owing by Lessee under the Original Lease, as amended only by the First Amendment, and, (3) if, after taking into account such payments, any late charges or interest could have been imposed for late payment of the sums owing under the Original Lease, as amended only by the First Amendment, such late charges and interest shall be deemed to be owing by Lessee to Lessor and shall be paid by Lessee to Lessor upon demand. Further, if...
Effectiveness of Second Amendment. This Second Amendment shall become effective as of the date first written above upon satisfaction of each of the conditions set forth in this Section 4:
(a) The Administrative Agent shall have received duly executed counterparts of this Second Amendment from the Borrower, the Issuing Bank and each Lender, and duly acknowledged by each of the Guarantors.
(b) Unless waived by all the Lenders (or by the Administrative Agent with respect to immaterial matters or items specified in clause (v) or (vii) below with respect to which the Borrower has given assurances satisfactory to the Administrative Agent that such items shall be delivered promptly following the Effective Date), the Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) executed counterparts from each of the Bois d'Arc Entities of a Guaranty, a ratification of the Subordination Agreement previously delivered by the Loan Parties, and a Security Agreement;
(ii) from (1) COL, a Pledge Agreement pursuant to which all of the outstanding equity interests of Bois d'Arc Energy owned by COL shall be pledged to the Administrative Agent on behalf of the Lenders, and (2) each of Bois d'Arc Energy and each other Bois d'Arc Entity that owns any equity interest in any other Bois d'Arc Entity, a Pledge Agreement, pursuant to which all of the outstanding equity interests in each Bois d'Arc Entity shall be pledged to the Administrative Agent on behalf of the Lenders, together in each case with stock certificates, membership interest certificates or such other certificated security as may be part of the collateral covered by the Pledge Agreement and stock powers or other transfer powers or instruments executed in blank for each such certificate, interest or security;
(iii) from the Borrower, an amendment or supplement to the existing Pledge Agreement of the Borrower, pursuant to which the Borrower shall pledge to the Administrative Agent its interest in, to and under the Bois d'Arc Loan Agreement, the revolving promissory note evidencing indebtedness thereunder and any other documents related thereto, together with the...
Effectiveness of Second Amendment. This Second Amendment is hereby effective as of the Effective Date.
Effectiveness of Second Amendment. This Second Amendment shall be effective upon the date first written above; provided, however, that the Sponsor Affiliate Addition and the amendments to the Agreements contemplated herein shall be expressly considered to be ratified, effective, authorized and approved as of the date the contemplated sale/leaseback financing arrangement between Assignee and STORE shall become effective. [signatures on following page]
