Limited Consents. Notwithstanding anything contrary in the Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth herein, the Lender hereby consents to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V below: (i) The Borrowers shall have delivered to the Lender an executed copy of Xxxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion; (ii) The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Xxxxxxx Transaction; (iii) No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Xxxxxxx Transaction, except as previously disclosed to the Lender in writing; and (iv) 100% of the cash proceeds of the Xxxxxxx Transaction to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to the Xxxxxxx Transaction (or concurrently therewith), and upon the Borrowers’ request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Xxxxxxx Transaction, all at Borrowers’ sole cost and expense.
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Limited Consents. Notwithstanding anything contrary in Subject to the Agreement or any other provision covenants, terms and conditions set forth in the Loan Documentsthis Amendment, and subject to in reliance upon the terms, conditions, representations and other restrictions set forth hereinwarranties of the Borrower and the Parent Guarantors herein contained, the Lender hereby consents several Banks parties to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V belowthis Amendment hereby:
(i) The Borrowers shall have delivered consent to the Lender an executed copy consummation of Xxxxxxx Asset Purchase the Mergers and waive compliance with the provisions of Section 8.04 and Section 8.06 of the Credit Agreement together which prohibit the Mergers solely to the extent necessary to permit the consummation of the Mergers and (ii) consent to the modification of the Charter Documents of the entities being merged in the Mergers and waive compliance with true and correct copies the provisions of all exhibits and schedules thereto and all agreements executed or delivered clause (ii) of Section 8.14 of the Credit Agreement solely to the extent necessary to permit such modifications; provided, that (A) pricing for the Initial Public Offering has resulted in connection therewitha price per share that will result in Net Issuance Proceeds to Group of at least $100,000,000 upon consummation of the Initial Public Offering, all of which must be (B) the Mergers are accomplished pursuant to documentation in form and substance satisfactory to the Lender Administrative Agent and its counsel, (C) contemporaneously with the Mergers, Group, Nexstar Finance Holdings and Nexstar Finance execute and deliver to the Administrative Agent Ratification and Assumption Agreements substantially in its sole discretion;
(ii) The Borrowers shall have the forms of the attached Exhibits X-0, X-0, and A-3, respectively, and cause to be delivered to the Lender Administrative Agent an updated Borrowing Base Certificate reflecting opinion of counsel in form and substance satisfactory to the consummation Administrative Agent (including, without limitation, customary opinions with respect to the Mergers and an enforceability opinion with respect to each Ratification and Assumption Agreement) and such other documents as may be reasonably requested by the Administrative Agent to assure itself of the Xxxxxxx Transaction;
continuing effectiveness of the Loan Documents being ratified and assumed by Group, Nexstar Finance Holdings and Nexstar Finance, respectively, (iiiD) No no Default or Event of Default exists both before and after giving effect to the Mergers, (E) the Parent Merger, the Holdco Merger and the Borrower Merger are consummated and effective on the same day, and (F) the Initial Public Offering is consummated on or within 1 Business Day after the effective date of the Mergers;
(b) consent to the Cash Redemption Funding, the Preferred Redemption and the Holdings II Notes Repayment and waive compliance with the provisions of Section 8.03, Section 8.05, Section 8.06, Section 8.10 and Section 8.11 of the Credit Agreement which prohibit the Cash Redemption Funding, the Preferred Redemption and the Holdings II Notes Repayment solely to the extent necessary to permit the Cash Redemption Funding, the Preferred Redemption and the Holdings II Notes Repayment; provided, that (i) the Initial Public Offering is (x) an underwritten public offering by Group pursuant to an effective registration statement filed with the Securities and Exchange Commission and otherwise complies with the requirements of the Securities Act of 1933, as amended, and all other applicable Requirements of Law, (y) is sufficient to result in Net Issuance Proceeds to Group of at least $100,000,000, and (z) is consummated on or before December 31, 2002, (ii) the Initial Public Offering otherwise complies with all of the other requirements of Section 8.13(a) of the Credit Agreement (including, without limitation, the requirements that the Net Issuance Proceeds of the Initial Public Offering be applied in accordance with Section 2.07(e) to the extent applicable), (iii) all of the Existing Parent Preferred Equity is redeemed as described in Recital B(i) of this Amendment and the Holdings II Notes Repayment is effected contemporaneously with the Initial Public Offering using solely Net Issuance Proceeds of the Initial Public Offering, (iv) the Initial Public Offering, the Cash Redemption Funding, the Preferred Redemption and the Holdings II Notes Repayment all occur pursuant to documentation in form and substance satisfactory to the Administrative Agent, (v) no Default or Event of Default exists both before and after giving effect to the Cash Redemption Funding, the Preferred Redemption and the Holdings II Notes Repayment, (vi) the Initial Public Offering is consummated immediately after the Mergers are consummated, and (vii) immediately prior to the Initial Public Offering, the Administrative Agent shall have received (x) a consolidated balance sheet from each of Group and its Subsidiaries and Nexstar Finance and its Subsidiaries, prepared on a Pro Forma Basis, giving effect to the Initial Public Offering and the other transactions consummated in connection with the Initial Public Offering, as though the Initial Public Offering and such transactions occurred and be continuing or result from the consummation as of the Xxxxxxx Transactionfirst day of the four fiscal quarters most recently ended, except as previously disclosed to the Lender in writingand (y) a Pro Forma Compliance Certificate duly executed on behalf of Group and Nexstar Finance by a Responsible Officer of Group and Nexstar Finance; and
(ivc) 100% consent to the execution, delivery and performance by the parties thereto of the cash proceeds Fourth Amendment and Limited Consent dated as of the Xxxxxxx Transaction to be received by the Borrowers shall be paid directly even date herewith relative to the Lender Bastet/Mission Credit Agreement (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to the Xxxxxxx Transaction (or concurrently therewith"Bastet/Mission Amendment"), and upon all transactions described therein. The consents set forth in this Section 2 are limited to the Borrowers’ requestextent specifically set forth above and no terms, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all covenants or provisions of the Lender’s Liens on the property Credit Agreement or any other Loan Document are intended to be sold pursuant affected hereby except to the Xxxxxxx Transaction, all at Borrowers’ sole cost and expenseextent specifically waived in connection with the limited consents granted above.
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Limited Consents. Notwithstanding anything contrary in Subject to the Agreement or any other provision covenants, terms and conditions set forth in the Loan Documentsthis Amendment, and subject to in reliance upon the terms, conditions, representations and other restrictions set forth hereinwarranties of the Borrower and the Parent Guarantors herein contained, the Lender several Banks parties to this Amendment (which Banks constitute the Majority Banks required under the Credit Agreement to effect the following consents) hereby consents to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction following:
(a) The providing by the Ultimate Parent of the Holdings Senior Discount Notes Guarantee in substantially the form contained in the draft Holdings Senior Discount Notes Indenture provided to the Administrative Agent and its counsel on May 16, 2001, and the existence of the Holdings Senior Discount Notes Guarantee as an obligation of the Ultimate Parent until the earlier of (i) November 30, 2001 and (ii) the date the Indebtedness evidenced by those certain two promissory notes in the respective face principal amounts of $20,531,402 and $11,355,000, each dated December 31, 2000 and issued by Nexstar Finance Holdings to the Ultimate Parent no longer ranks equal in right of payment to the Indebtedness evidenced by the Holdings Senior Discount Notes.
(b) The entering into and performance by the Nexstar Entities indicated below of the following conditions precedent theretoagreements and arrangements in connection with the joint issuance as Units of the Holdings Senior Discount Notes and the shares of Nexstar Equity Class B Common Stock, as well as each in substantially the conditions precedent set forth in Article V belowform provided to the Administrative Agent and its counsel on or about May 16, 2001:
(i) The Borrowers shall have delivered Purchase Agreement by and among Nexstar Finance Holdings, Nexstar Finance Holdings, Inc., Nexstar Equity, the Ultimate Parent and the initial purchasers of Units party thereto, relating to the Lender an executed copy issuance and sale of Xxxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretionUnits;
(ii) The Borrowers shall have delivered to Unit Agreement by and among Nexstar Finance Holdings, Nexstar Finance Holdings, Inc., Nexstar Equity, the Lender an updated Borrowing Base Certificate reflecting Ultimate Parent and United States Trust Company of New York, as the consummation of Unit Agent, governing the Xxxxxxx TransactionUnits;
(iii) No Units issued and sold to the initial purchasers thereof;
(iv) Investor Rights Agreement by and between the Ultimate Parent and Nexstar Equity;
(v) Amended and Restated Limited Liability Company Agreement of the Ultimate Parent by and among the Ultimate Parent, Nexstar Equity and the other members of the Ultimate Parent party thereto; and
(vi) Reimbursement Agreement by and between the Ultimate Parent and Nexstar Equity, providing for the reimbursement by the Ultimate Parent of out-of-pocket expenses incurred by Nexstar Equity in connection with maintaining its corporate existence, filing tax returns, maintaining directors' and officers' insurance and such other activities deemed necessary by Nexstar Equity's board of directors and agreed to by the Ultimate Parent, provided, that the aggregate amount of such expenses -------- reimbursed by the Ultimate Parent in any fiscal year may not exceed $40,000.
(c) The authorization, declaration and payment by the Borrower and each Parent Guarantor to their respective shareholders, partners or members, as applicable, for the purpose of providing sufficient funds to the Ultimate Parent to enable it to reimburse such expenses of Nexstar Entity pursuant to the above- described Reimbursement Agreement, subject to the dollar limitation set forth hereinabove, and so long as no Default or Event of Default shall have occurred exists both before and be continuing after giving effect to such Dividends. The consents set forth in this Section 2 are limited to the extent specifically --------- set forth above and no other terms, covenants or result from the consummation provisions of the Xxxxxxx Transaction, except as previously disclosed to the Lender in writing; and
(iv) 100% of the cash proceeds of the Xxxxxxx Transaction Credit Agreement are intended to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to the Xxxxxxx Transaction (or concurrently therewith), and upon the Borrowers’ request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Xxxxxxx Transaction, all at Borrowers’ sole cost and expenseaffected hereby.
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Limited Consents. Notwithstanding anything contrary in the Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth herein, the Lender hereby consents to the Xxxxxxx TransactionBrand Sales. This consent is limited to the Xxxxxxx Transaction Brand Sales and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to each of the Xxxxxxx Transaction Brand Sales is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V IV below:
(i) With respect to the Xxxxxx Transaction,
(a) The Borrowers shall have delivered to the Lender an executed original copy of Xxxxxxx Xxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;
(iib) The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Xxxxxxx Xxxxxx Transaction;
(iiic) No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Xxxxxxx Xxxxxx Transaction, except as previously disclosed to the Lender in writing; and
(ivd) 100% of the cash proceeds of the Xxxxxxx Xxxxxx Transaction to be received by Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct.
(ii) With respect to the Redfield Transaction,
(a) The Borrowers shall have delivered to the Lender an executed original copy of Redfield Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;
(b) The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Redfield Transaction;
(c) No Default or Event of Default shall have occurred and be continuing or result from the consummation of the Redfield Transaction; and
(d) 100% of the cash proceeds of the Redfield Transaction to be received by Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to each of the Xxxxxxx Transaction Brand Sales (or concurrently therewith), and upon the Borrowers’ Borrower’s request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Xxxxxxx TransactionBrand Sales, all at Borrowers’ sole cost and expense.
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Limited Consents. Notwithstanding (a) Effective as of the First Amendment Effective Date (as defined below), in reliance on the representations, warranties, covenants and agreements contained in this Amendment, Administrative Agent and the Required Lenders (i) hereby consent to each of the Pre-Fluids Sale Transactions and (ii) agree that (x) notwithstanding anything to the contrary in the Credit Agreement or any other provision set forth in the Loan Documents, and subject to the terms, conditions, and other restrictions set forth hereinDocument, the Lender hereby consents to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is Pre-Fluids Sale Transactions will not violate (or cause a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V below:
(i) The Borrowers shall have delivered to the Lender an executed copy of Xxxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be in form and substance satisfactory to the Lender in its sole discretion;
(ii) The Borrowers shall have delivered to the Lender an updated Borrowing Base Certificate reflecting the consummation of the Xxxxxxx Transaction;
(iii) No Default or Event of Default shall have occurred under) the Credit Agreement and be continuing the other Loan Documents, including, inter alia, any limitations contained in Section 7.03, Section 7.05, Section 7.08 or result from the consummation Section 7.14 of the Xxxxxxx TransactionCredit Agreement and (y) the Pre-Fluids Sale Transactions shall not be deemed to have been entered into in reliance upon Section 7.03(i) or Section 7.05(f), except as previously disclosed and the Pre-Fluids Sale Transactions shall be disregarded for purposes of the baskets contained in such Sections; provided that notwithstanding anything to the Lender in writing; and
(iv) 100% of the cash proceeds of the Xxxxxxx Transaction to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions contrary herein, with respect to any Pre-Fluid Sales Transaction consummated prior to the Xxxxxxx Transaction First Amendment Effective Date (any such transaction, a “Pre-Amendment Transaction”), the Administrative Agent and the Required Lenders agree that the consent provided in clause (i) of this paragraph and the agreements provided in 4886-5357-7679 v.10 clause (ii) of this paragraph shall be deemed to have be made on the date of such Pre-Amendment Transaction.
(b) Effective as of the First Amendment Additional Amendments Effective Date (as defined below), in reliance on the representations, warranties, covenants and agreements contained in this Amendment, Administrative Agent and the Required Lenders hereby (i) consent to the Fluids Sale and (ii) agree that (x) notwithstanding anything to the contrary in the Credit Agreement or any other Loan Document, the Fluids Sales will not violate (or concurrently therewithcause a Default or Event of Default under) the Credit Agreement and the other Loan Documents, including, inter alia, any limitations contained in Section 7.03, Section 7.05, Section 7.08 or Section 7.14 of the Credit Agreement and (y) the Fluids Sale shall not be deemed to have been entered into in reliance upon Section 7.03(i) or Section 7.05(f), and upon the Borrowers’ requestFluids Sale shall be disregarded for purposes of the baskets contained in such Sections.
(c) No provision hereof shall constitute a waiver of, or a consent to the departure from, any of the other terms and conditions of the Credit Agreement or any other Loan Document, except for the consents as expressly set forth in the preceding paragraphs (a) and (b) (the consents provided in such paragraphs, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant “Specified Consents”). The Specified Consents are a one-time limited consent to the Xxxxxxx Transaction, all at Borrowers’ sole cost matters set forth herein and expenseshall not entitle the Loan Parties to a consent or waiver in any other or similar circumstances.
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Limited Consents. Notwithstanding anything contrary Subject to the covenants, terms and conditions set forth herein and in reliance upon the representations and warranties herein contained, the Borrowers and the Lenders parties to this Amendment (which Lenders constitute all of the Lenders on the Amendment Effective Date) hereby:
(a) consent to the consummation of the Proposed Transactions and waive compliance with the provisions of Section 7.2.8, Section 7.2.9, Section 7.2.10 and Section 7.2.20 of the Credit Agreement that would prohibit the consummation of the Proposed Transactions, but in each case solely to the extent necessary to permit the consummation of the Proposed Transactions in accordance with the Plan, as the same may be amended or otherwise modified with the consent of the Administrative Agent; and
(b) consent to the authorization and issuance by the Company of 65,000 New SCI Common Shares to the holders of Allowed Old Discount Note Claims and waive the provisions of Section 8.1.8 of the Credit Agreement that provide that such issuance would constitute an Event of Default, but solely to the extent necessary to permit the issuance of such New SCI Common Shares to the holders of Allowed Old Discount Note Claims in accordance with the Plan, as the same may be amended or otherwise modified with the consent of the Administrative Agent;
(c) consent to the termination of the Parent Pledge Agreements as of the effective date of the consummation of the Merger in accordance with Section 2(a) above, which Parent Pledge Agreements shall be deemed automatically terminated (other than the provisions of Sections 6.5 thereof, which provisions shall survive such termination) as of the effective date of the consummation of the Merger in accordance with Section 2(a) above, without the necessity of further action by the Administrative Agent; provided, in each case that (i) the Order Confirming Joint Plan of Reorganization Under Chapter 11, Title 11, United States Code of Sterling Chemicals Holdings, Ixx., xx xx., Xxxxxxx xxxxxxd into the docket on November 21, 2002, by the Clerk of the Bankruptcy Court (the "Confirmation Order") shall not have been stayed, vacated, or reversed, (ii) all conditions precedent to the Implementation Date (as defined in the Agreement or any other provision Plan) set forth in Section 10.2 of the Loan DocumentsPlan have been satisfied, waived or deemed waived in accordance with Section 10.4 of the Plan, (iii) the Senior Secured Discount Notes are deemed cancelled and subject extinguished contemporaneously with the effectiveness of the Merger, (iv) the Merger Agreement, Certificate of Incorporation and Bylaws described in Section 10.2(c) of the Plan are in the forms attached to the termsPlan Supplement dated November 13, conditions2002, and other restrictions set forth herein, the Lender hereby consents to the Xxxxxxx Transaction. This consent is limited to the Xxxxxxx Transaction and is not a consent to any other transaction, whether or not similar to the foregoing. The consent to the Xxxxxxx Transaction is conditioned upon satisfaction of each of the following conditions precedent thereto, as well as the conditions precedent set forth in Article V below:
(i) The Borrowers shall have delivered to the Lender an executed copy of Xxxxxxx Asset Purchase Agreement together with true and correct copies of all exhibits and schedules thereto and all agreements executed or delivered in connection therewith, all of which must be are otherwise in form and substance satisfactory to the Lender in its sole discretion;
Administrative Agent, (iiv) The Borrowers shall have delivered any amendments or modifications to the Lender an updated Borrowing Base Certificate reflecting Confirmation Order are in form and substance satisfactory to the consummation Administrative Agent, and (vi) the Effective Date (as defined in the Plan) shall occur on or before February 14, 2003. The consents set forth in this Section 2 are limited to the extent specifically set forth above and no terms, covenants or provisions of the Xxxxxxx Transaction;
(iii) No Default Credit Agreement or Event of Default shall have occurred and any other Loan Document are intended to be continuing or result from the consummation of the Xxxxxxx Transaction, affected hereby except as previously disclosed to the Lender extent specifically waived in writing; and
(iv) 100% of the cash proceeds of the Xxxxxxx Transaction to be received by the Borrowers shall be paid directly to the Lender (to be applied to the Obligations in accordance connection with the Agreement) at such account as the Lender may direct. Upon satisfaction of the foregoing conditions with respect to the Xxxxxxx Transaction (or concurrently therewith), and upon the Borrowers’ request, the Lender will execute and deliver such lien releases (including UCC-3 financing statement amendments) as may be necessary to effectively terminate any and all of the Lender’s Liens on the property to be sold pursuant to the Xxxxxxx Transaction, all at Borrowers’ sole cost and expenselimited consents granted above.
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