Effectiveness of this Third Amendment. This Third Amendment shall be effective on the date (the “Effective Date”) on which all of the following conditions are satisfied or waived:
(a) (i) Borrower, (ii) the other Credit Parties, (iii) Administrative Agent, and (iv) the Term B-1 Facility Lenders (which, (i) before giving effect to the replacement of the Non-Consenting Lenders pursuant to Section 3, hold at least a majority of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date, and (ii) after giving effect to the replacement of all Non-Consenting Lenders pursuant to Section 3, hold all of the Term B-1 Facility Loans outstanding immediately prior to the Effective Date) shall have delivered their fully executed signature pages hereto (in the case of the Term B-1 Facility Lenders, in the form of a Consent) to Administrative Agent;
(b) after receipt by Administrative Agent of fully executed signature pages hereto (in the form of a Consent) from the Term B-1 Facility Lenders described in Section (a)(iv) above, each Non-Consenting Lender shall receive all amounts with respect to its Term B-1 Facility Loans, and all obligations of Borrower with respect to such Term B-1 Facility Loans owing to such Non-Consenting Lender shall be paid in full to such Non-Consenting Lender in accordance with Section 13.04(b)(A) of the Existing Credit Agreement concurrently with the assignment described in Section 3;
(c) (i) no Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties contained in Section 4 of this Third Amendment shall be true and correct;
(d) on or prior to the Effective Date, Administrative Agent, each existing Term B-1 Facility Lender and the Replacement Lender shall have received at least three (3) Business Days prior to the Effective Date all documentation and other information reasonably requested in writing at least five (5) Business Days prior to the Effective Date by Administrative Agent or the Replacement Lender, as applicable, that Administrative Agent or the Replacement Lender, as applicable, reasonably determine is required by regulatory authorities from the Credit Parties under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act;
(e) no later than three (3) Business Days prior to the Effective Date, to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and to the extent requested by Administrative Agen...
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Borrower and acknowledged by Guarantor where indicated hereinbelow;
(b) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Third Amendment. This Third Amendment shall be effective on the date (the “Effective Date”) upon which (a) the Required Lenders shall have consented to this Third Amendment and (b) the Borrower, the Wynn Amendment Parties and the Administrative Agent, on behalf of the Lenders, shall have executed this Third Amendment.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Borrower;
(b) A fee in connection with the increase of the Revolving Credit Commitment as provided for herein and the extension of the Revolving Credit Commitment Termination Date as provided for herein, which fee shall be non-refundable and payable in three (3) installments of Forty-One Thousand Six Hundred Sixty-Six Dollars ($41,666) each, with the first installment due on or before the effective date of this Third Amendment, the second installment due on or before February 1, 2007 and the third installment due on or before February 1, 2008. In addition, in the event that the Revolving Credit Commitment is cancelled or refinanced prior to the payment of all of the aforementioned installments, the remaining unpaid installments shall be due and payable at the time of such cancellation or refinancing;
(c) A replacement Revolving Note in the principal amount of Twenty-Five Million Dollars ($25,000,000), duly executed by Borrower; and
(d) An Authorization to Disburse, on Bank’s standard form, duly executed by Borrower, authorizing Bank to disburse the proceeds of the Revolving Loans made under the replacement Revolving Note as provided for in the Agreement, as amended hereby;
(e) A fee in connection with the preparation of this Third Amendment and the replacement Revolving Note, in the sum of One Thousand Two Hundred Dollars ($1,200), which fee shall be non-refundable; and
(f) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Third Amendment.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Borrower and acknowledged by Guarantors where indicated hereinbelow;
(b) An extension fee in connection with the extension of the termination date of the Revolving Loan, as provided for herein, in the sum of Ten Thousand Dollars ($10,000), which extension fee shall be non-refundable;
(c) A legal documentation fee in connection with the preparation of this Third Amendment, in the sum of Three Hundred Dollars ($300), which legal documentation fee shall be non-refundable; and
(d) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Third Amendment.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Borrower and acknowledged by Guarantor where indicated hereinbelow;
(b) A replacement Revolving Note and a replacement Acquisition Note, each duly executed by Borrower;
(c) An Authorization to Disburse in connection with the replacement Revolving Note and an Authorization to Disburse in connection with the replacement Acquisition Note, each duly executed by Borrower;
(d) A Second Amendment to Subordination Agreement, duly executed by Subordinating Creditor and acknowledged by Guarantor and Borrower;
(e) Borrower shall have repaid in full the aggregate outstanding principal amount of the Term Loans, together with any accrued but unpaid interest thereon; and
(f) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Borrower:
(b) A replacement Revolving Note, on Bank’s standard form therefor, in the principal amount of Forty Million Dollars ($40,000,000), duly executed by Borrower;
(c) An Authorization to Disburse, on Bank’s standard form therefor, duly executed by Borrower, authorizing Bank to disburse the proceeds of advances under the replacement Revolving Note as provided for in the Agreement, as amended hereby;
(d) An amendment fee in the sum of Fifteen Thousand Dollars ($15,000), which amendment fee shall be non-refundable;
(e) A legal documentation fee in the sum of Two Thousand Five Hundred Dollars ($2,500), which legal documentation fee shall be non-refundable; and
(f) Such other documents, instruments or agreements as Bank may reasonably deem necessary in order to effect fully the purposes of this Third Amendment.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Administrative Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent:
(a) A counterpart of this Third Amendment, duly executed by Borrower; and
(b) Such other documents, instruments or agreements as Administrative Agent may reasonably deem necessary in order to effect fully this Third Amendment.
Effectiveness of this Third Amendment. This Third Amendment shall become effective as of the date hereof when, and only when, Bank shall have received all of the following, in form and substance satisfactory to Bank:
(a) A counterpart of this Third Amendment, duly executed by Xxxxxxxx;
(b) A replacement Revolving Note, duly executed by Xxxxxxxx;
(c) An Authorization to Disburse, on Bank's standard form, authorizing the disbursement of the proceeds of the Revolving Loan as provided for herein;
(d) A fee in connection with this Third Amendment in the sum of Seven Thousand Five Hundred Dollars ($7,500), which fee shall not be reimbursable; and
(e) Such other documents, instruments or agreements as Bank may reasonably deem necessary.
Effectiveness of this Third Amendment. This Third Amendment shall become effective upon (i) execution and delivery hereof by ETC and the Bank and (ii) receipt by the Bank of:
(a) The Note, duly executed by ETC;
(b) Personal property searches of the appropriate public offices demonstrating that the Bank has a first priority security interest in the personal property of ETC and that no security interest, tax lien, judgment lien or other charge or encumbrance is of record affecting ETC or its properties except those which are acceptable to the Bank; and
(c) Copies, certified by the Secretary of ETC to be true and correct and in full force and effect on the date of this Third Amendment of (i) resolutions of the Board of Directors of ETC authorizing the execution and delivery of this Third Amendment and the Note; (ii) a statement that the Restated Articles of Incorporation and By-Laws of ETC remain unamended since the most recent copies of the same were delivered to the Bank on May 17, 1989; and (iii) a statement containing the names and titles of the officer or officers of ETC authorized to sign this Third Amendment and the Note, together with true signatures of such officers.
