New Senior Credit Facility. In the event that Maker refinances or replaces its senior credit facility with ING, Maker will endeavor using commercially reasonable efforts to have that new lender repay as much of the principal balance due under this Note as is reasonably possible pursuant to terms which are reasonably acceptable to Maker and Holder. At the time of such repayment, if any, the Maker and Holder may renegotiate the terms of this Note.
New Senior Credit Facility. Except as disclosed in the Prospectus, as of the date hereof, the Company is not aware of any fact about itself or its subsidiaries which will prevent it, on or prior to the Closing Date, to borrow funds under the New Senior Credit Facility, in amounts that are sufficient, together with the proceeds from the other financings as described in the Prospectus and available cash to consummate the transactions described in the Prospectus under the heading "Refinancing Transactions".
New Senior Credit Facility. The Company shall have entered into the New Senior Credit Facility by the Closing Date as described in the Prospectus.
New Senior Credit Facility. Concurrently with the closing of this Offering, the New Senior Credit Facility shall have been entered into and the Company shall have received the proceeds from the term loan borrowings thereunder as described in the Prospectus.
New Senior Credit Facility. (a) The Company shall, on or prior to December 31, 1999, enter into the New Senior Credit Facility, pay all Indebtedness then outstanding under the ESFR Agreement and cause the termination of the ESFR Agreement and the release and reconveyance of all Liens created or existing in favor of the ESFR Agent and/or the ESFR Lenders under the ESFR Agreement; PROVIDED, HOWEVER, that the Company shall use its reasonable best efforts to perform and complete all such matters, and cause the New Senior Facility Establishment Date to occur, as soon as practicable.
(b) At least twenty (20) days prior to the proposed New Senior Facility Establishment Date, the Company shall notify the Purchaser in writing that it intends to enter into the New Senior Credit Facility, stating the material terms thereof and the closing date, and will furnish to the Purchaser at such time copies of the agreements, instruments and other documents that will evidence or govern the New Senior Credit Facility. In addition, if the Company shall not have established an escrow account pursuant to SECTION 5(a) of the Note prior to the date of such written notice, the Company shall, at least fifteen (15) days prior to the proposed New Senior Facility Establishment Date, establish a separate interest-bearing escrow account with a bank or other financial institution, as escrow agent, on terms and conditions satisfactory to the Purchaser, and deposit therein an aggregate amount (the "Escrow Deposit") equal to (i) $2,419,985.51 (the "Base Payment"), PLUS (ii) all accrued and unpaid interest on this Note through and including the proposed New Senior Facility Establishment Date, PLUS (iii) the premium of $419,790.00 referred to in SECTION 5(a) of the Note. The terms and conditions of such escrow shall include, without limitation, that: (A) the Escrow Deposit shall remain in the escrow account until the next annual meeting of shareholders of the Company (the "Shareholder Meeting") held for the purposes of, among other things, approving the issuance by the Company of the Excess Warrant Shares, (B) if, at the Shareholder Meeting, the shareholders approve the issuance of the Excess Warrant Shares, the Escrow Deposit shall be released to the Company, and (C) if, at the Shareholder Meeting, the shareholders fail to approve the issuance of the Excess Warrant Shares, the Escrow Deposit shall be released to the Purchaser. In addition, if, at the Shareholder Meeting, the shareholders fail to approve the issuance of th...
New Senior Credit Facility. The New Senior Credit Facility has been duly and validly authorized by the Company, and to the extent a party thereto, the Guarantors and, when duly executed and delivered by the Company and such Guarantors, will be the valid and legally binding obligation of the Company and such Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles. Neither the Company nor any such Guarantor is aware of any fact that will prevent the Company or such Guarantor from borrowing funds under the New Senior Credit Facility as described in the Offering Memorandum, in amounts that are sufficient, together with the proceeds from the other financings as described in the Offering Memorandum, including the issuance of the Notes, to consummate the Refinancing.
New Senior Credit Facility. Immediately prior to the payment of the purchase price for the Securities by the Initial Purchasers pursuant to Section 2, all conditions precedent to the funding of the borrowings under the New Senior Credit Facility shall have been, or shall concurrently with such payment be, satisfied.
New Senior Credit Facility. The Issuers will enter into a new $15.0 million senior secured credit facility (the “New Senior Credit Facility”) and will repay all outstanding amounts under, and have released all liens securing, its existing credit facility (the “Credit Facility Refinancing”). In connection with the Credit Facility Refinancing, the Trustee, on behalf of the holders of Senior Secured Notes, and the lenders under the New Senior Credit Facility will enter into an Intercreditor Agreement, to be dated as of the Closing Date, in a form reasonably satisfactory to the Initial Purchaser, which form shall be attached as an exhibit to each of the Indentures (the “Intercreditor Agreement”). This Agreement, the Indentures, the Registration Rights Agreement, the Notes, the Guarantees and the Collateral Agreements collectively are referred to herein as the “Note Documents.” The Redemption Agreements, the Convertible Note Documents, the New Senior Credit Facility and the Intercreditor Agreement, together with the Note Documents, collectively are referred to herein as the “Transaction Documents.” The transactions contemplated by the Transaction Documents, including, without limitation, the Offering and the application of the proceeds therefrom as described in the Offering Circular (including for the Redemption and Purchase), the issuance and sale of the Notes in accordance with this Agreement, the creation, grant, recording and perfection of the Security Interests, the Equity Contribution, the Convertible Note Transactions and the Credit Facility Refinancing, collectively are referred to herein as the “Transactions.”
New Senior Credit Facility. The Senior Credit Facility has been duly and validly authorized by the Company and the Guarantors and, when duly executed and delivered by the Company and the Guarantors, will be the valid and legally binding obligation of the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles.
New Senior Credit Facility
