Execution of the Supplemental Indenture. On the Escrow Release Date, the Issuer and the Guarantors shall (i) cause to be delivered to the Initial Purchasers an executed copy of the Supplemental Indenture, executed and delivered by the Company, the Guarantors and the other parties thereto, (ii) cause Xxxxx & Xxxxxxx LLP, counsel for the Company and the Guarantors, to furnish to the Initial Purchasers its respective written opinion addressed to the Initial Purchasers, as counsel to the Issuer and the applicable Guarantors, addressed to the Initial Purchasers and dated the Escrow Release Date, in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers and (iii) cause XxXxxxxxxx Xxxxxxxx, PLLC, counsel for Frymaster L.L.C. in the State of Louisiana, and Holland & Xxxx LLP, counsel for Xxxxx Industrial Corporation, Xxxxx Nevada Holding Corp., Manitowoc Equipment Works, Inc., Manitowoc FP, Inc., Manitowoc FSG International Holdings, Inc. and Manitowoc FSG Operations, LLC in the State of Nevada, to furnish to the Initial Purchasers their respective written opinions addressed to the Initial Purchasers, as counsel to the applicable Guarantors, addressed to the Initial Purchasers and dated the Escrow Release Date, in form and substance reasonably satisfactory to the Initial Purchasers and counsel to the Initial Purchasers.
Execution of the Supplemental Indenture. Park Place and Hilton agree to amend the terms of the Indentures by executing the First Supplemental Indenture in the form attached hereto as Exhibit A (the "Supplemental Indenture") on the Distribution Date, which Supplemental Indenture will serve to amend the 2002 Indenture with respect to the 2002 Notes and the 2004 Indenture with respect to the 2004 Notes. The Supplemental Indenture will not amend the Indenture with respect to any other series of Debt Securities that Hilton has issued or may issue pursuant to the Indenture. Hilton agrees to deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, in form and substance satisfactory to the Trustee, stating that the execution of the Supplemental Indenture is permitted pursuant to section 11.01 of the Indenture. Park Place and Hilton agree to take all such other action as may be reasonably necessary to cause the Trustee to execute the Supplemental Indenture.
Execution of the Supplemental Indenture. To the extent the AMCo Joinder Date has not occurred on or prior to the Closing Date, each of AMCo and the AMCo Guarantors shall become a party to the Indenture by executing the Supplemental Indenture substantially concurrent with each such AMCo Guarantor becoming an obligor under the Credit Facilities. Unless the AMCo Joinder Date occurs on or prior to the Closing Date, on the AMCo Joinder Date, the Company, AMCo and the AMCo Guarantors shall (i) cause each such counsel furnishing opinions in connection with the closing of the Credit Facilities (or entry of each such AMCo Guarantor into the Credit Facilities) with respect to AMCo and the AMCo Guarantors, to furnish to the Initial Purchasers a written opinion, addressed to the Initial Purchasers and dated the AMCo Joinder Date, in form and substance reasonably satisfactory to the Initial Purchasers and (ii) deliver certificates with respect to the AMCo Guarantors substantially consistent with those delivered pursuant to Section 6(d).
