Loan Arrangements. 3.1. The purchase price of entire shares in Party E holding by Party A and Party B, purchased by Party C and Party D shall be contributed in full amount by Party F. However, Party C and Party D shall enter into a loan agreement with Party F to the satisfaction of Party F, in accordance with the content and form of Appendix III hereto.
3.2. Party C and Party D agree and irrevocably instruct Party F to pay the aforesaid loan provided to Party C and Party D, which used to purchase Party A and Party B’s shares, directly to Party A and Party B, in accordance with the conditions and terms stated in the frame agreement.
3.3. Party A and Party B agree to contribute their entire income obtained from selling the shares in Party E in accordance with the agreement, to perform its repayment obligations to Party F under the Loan Agreement. The Loan Agreement among Party A, Party B and Party F will be terminated when Party A and Party B pay off all the loans in accordance with Article 4.2 hereof.
Loan Arrangements. 3.1 The purchase price of entire shares in Party C holding by Party A, purchased by Party B shall be contributed in full amount by Party D. However, Party B shall enter into a loan agreement with Party D to the satisfaction of Party D, in accordance with the content and form of Appendix III hereto.
3.2 Party B agree and irrevocably instruct Party D to pay the aforesaid loan provided to Party B, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.
3.3 Party A agrees to contribute his entire income obtained from selling the shares in Party C in accordance with the agreement, to perform its repayment obligations to Party D under the Loan Agreement. The Loan Agreement among Party A and Party D will be terminated when Party A pay off all the loans in accordance with Article 4.2 hereof.
Loan Arrangements. 3.1. The purchase price of entire shares in Party D holding by Party A, purchased by Party C shall be contributed in full amount by Party E. However, Party C shall enter into a loan agreement with Party E to the satisfaction of Party E, in accordance with the content and form of Appendix III hereto.
3.2. Party C agrees and irrevocably instructs Party E to pay the aforesaid loan provided to Party C, which used to purchase Party A’s shares, directly to Party A, in accordance with the conditions and terms stated in the frame agreement.
3.3. Party A agrees to contribute their entire income obtained from selling the shares in Party D in accordance with the agreement, to perform its repayment obligations to Party E under the Loan Agreement. The Loan Agreement among Party A and Party E will be terminated when Party A pay off all the loans in accordance with Article 4.2 hereof.
3.4. Party C agrees to enter into new loan agreements with Party E. The new loan agreements will substitute the Loan Agreement entered into by and among Party A, Party B and Party E.
Loan Arrangements. Pursuant to the Amended and Restated Credit Agreement, dated as of November 5, 1999 by and between UCDP-DEL, the lending institutions identified therein and Xxxxxx Guaranty Trust Company of New York, as agent, as amended by Amendment No. 1 thereto dated as of July 27, 2000, Amendment No. 2 thereto dated as of December 19, 2001 and Amendment No. 3 thereto dated as of March 25, 2002 (the "Credit Agreement"), the Partnership, as debtor, is subject to certain obligations and restrictions. If the Partnership enters into loan arrangements which are different than the Credit Agreement, the Partners agree to act reasonably to amend those provisions of this Agreement which were drafted to reflect the Credit Agreement so as to reflect the other loan.
Loan Arrangements. Pursuant to (a) the Amended and Restated Credit Agreement, dated as of November 5, 1999, as amended as of July 25, 2000, December 19, 2001, March 28, 2002, March 28, 2003 and as of December 9, 2004 (the “Term Credit Agreement”) and (b) the Credit Agreement, dated as of March 28, 2003, as amended as of December 9, 2004 (the “Revolving Credit Agreement” and together with the Term Credit Agreement, the “Credit Agreement”), each among Universal City Development Partners, Ltd. (“UCDP”), the banks listed therein and JPMorgan Chase Bank, as administrative agent and collateral agent, HII as general partner of UCDP, as debtor, is subject to certain obligations and restrictions. If the HII causes UCDP to enter into loan arrangements which are different than the Credit Agreement, the Partners agree to act reasonably to modify those provisions of this Agreement which were drafted to reflect the Credit Agreement so as to reflect such loan arrangements.
5. Section 11 of the Partnership Agreement shall be amended to (a) delete the reference to “Blackstone UTP A” and replace it with a reference to “Blackstone Capital Partners A,” (b) delete the reference to “Blackstone UTP” and replace it with a reference to “Blackstone Capital Partners” and (c) delete the second and third sentences in their entirety and insert the following sentences in their place, “The Blackstone Representatives are Xxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxxxx and Xxx X. Xxxxxxxx. The Universal Representatives are Xxxxxx X. Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxx Xxxxxxx.”
6. Section 11 of the Partnership Agreement shall be further amended to add the following language at the end of that Section: “The Representatives shall have the authority to appoint and terminate officers of the Partnership and retain and terminate employees, agents and consultants of the Partnership and to delegate such duties to any such officers, employees, agents and consultants as the Representatives deem appropriate, including the power, acting individually or jointly, to represent and bind the Partnership in all matters, in accordance with the scope of their respective duties.”
7. Subsection 19(b) of the Partnership Agreement shall be amended to add the following phrase at the beginning of that subsection: “Subject to Section 1.7(a) of the Transaction Agreement, dated as of December 9, 2004, between the Original Blackstone Entities, USI Entertainment Inc., Vivendi Universal Entertainment LLLP, Universal Studios, Inc., NBC Universal, Inc....
Loan Arrangements. Pursuant to the Amended and Restated Credit Agreement, dated as of December 9, 2004 (the “Credit Agreement”), among UCDP, the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Bank of America, N.A., as syndication agent, the Partnership, as general partner of UCDP, as debtor, is subject to certain obligations and restrictions. If the Partnership causes UCDP to enter into loan arrangements which are different than the Credit Agreement, the Partners agree to act reasonably to modify those provisions of this Agreement which were drafted to reflect the Credit Agreement so as to reflect such loan arrangements.
Loan Arrangements. 4.1 The parties agree that subject to the Offer becoming unconditional in all respects:
4.1.1 IMPAC shall make a loan available to Bidco Holdings on the terms contained in the Bidco Holdings Loan Schedule;
4.1.2 IMPAC shall make a loan available to Bidco in the amounts and on the terms contained in the Bidco Loan Schedule;
4.1.3 Bidco Holdings shall make a loan available to Bidco on the terms contained in the Bidco Loan Schedule; and
4.1.4 Bidco undertakes to make such drawdowns under the loans specified in Sub-Clause 4.1.2 and 4.1.3 as are necessary to satisfy its obligations under the City Code on Takeovers and Mergers and Sections 428-430F of the Companies Xxx 0000 ("Squeeze Out") and under the Squeeze Out to pay consideration to shareholders of Wrapper under the Offer.
Loan Arrangements. 2.1. The purchase price of entire shares in Party C holding by Party A shall be contributed in full amount by Party B. Party A shall enter into a loan agreement with Party B to the satisfaction of Party B, in accordance with the content and form of Appendix III hereto.
2.2. Party A agrees to enter into a new loan agreement with Party B, which shall completely replace the Loan Agreement by Party A and Party B.
Loan Arrangements. In order to finance the acquisition of the Parked Property, LLC shall borrow funds from Column Financial, Inc. and any other Lender(s) designated by Exchanger (solely on a nonrecourse basis to LLC and its affiliates, subject to certain carve outs that are not applicable to EAT), and EAT shall borrow funds from Exchanger (solely on a nonrecourse basis), all pursuant to and in accordance with the terms and conditions set forth in the Loan Documents, which must be in a form approved by LLC and EAT. LLC and EAT, as applicable, shall comply with all the terms and conditions of the Loan Documents (to the extent of funds provided by the Lender(s) or from the operation of the Parked Property) and enter into such other agreements and assignments as LLC reasonably determines are required. The Loan Documents with Column Financial, Inc. must expressly provide that, subject to certain carve outs that shall not be applicable to EAT, LLC and its affiliates shall have no personal liability for the indebtedness evidenced by the Loan Documents or any covenant, stipulation, promise, indemnity, agreement or obligation contained therein, and that the sole collateral for repayment of the indebtedness incurred to acquire the Parked Property is the Parked Property, any guarantee provided by Exchanger or such other collateral as Exchanger may provide to secure such indebtedness. The Loan Documents must state that EAT is authorized to convey Title to the Parked Property in the manner and at the times contemplated by this Agreement.
Loan Arrangements. New LP, as debtor, is subject to certain obligations and restrictions under the Amended and Restated Credit Agreement, dated as of November 5, 2000 by and between New LP, the lending institutions identified therein and Xxxxxx Guaranty Trust Company of New York, as agent, as amended by Amendment No. 1 thereto dated as of July 27, 2000 (the “Credit Agreement”). If New LP enters into loan arrangements which are different than the Credit Agreement, the Partners agree to act reasonably to modify those provisions of this Agreement which were drafted to reflect the Credit Agreement so as to reflect the other loan.
