Notes Issuance. Evidence that the Borrower shall have received $550,000,000 aggregate cash proceeds from the issuance of the 7.125% Senior Unsecured Notes of the Borrower issued on March 17, 2011. The obligation of each Lender to make its initial extension of credit under the Original Credit Agreement is also subject to the payment by the Borrower of such fees and expenses as the Borrower shall have agreed to pay to any Lender, the Administrative Agent or the Arranger in connection therewith, including the reasonable fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, legal counsel to JPMCB, in connection with the negotiation, preparation, execution and delivery of the Original Agreement and the other Loan Documents (as defined in the Original Credit Agreement) (to the extent that written statements for such fees and expenses have been delivered to the Borrower). The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit under the Original Credit Agreement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New York City time, on June 30, 2011.
Notes Issuance. Evidence that the Borrower shall have received $550,000,000 aggregate cash proceeds from the issuance of the Senior Notes. The obligation of each Lender to make its initial extension of credit hereunder is also subject to the payment by the Borrower of such fees and expenses as the Borrower shall have agreed to pay to any Lender, the Administrative Agent or the Arranger in connection herewith, including the reasonable fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, legal counsel to JPMCB, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Loan Documents (to the extent that written statements for such fees and expenses have been delivered to the Borrower). The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Lender to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or prior to 5:00 p.m., New York City time, on June 30, 2011.
Notes Issuance. The Issuer and the Guarantors hereby agree, on the basis of the representations, warranties and agreements of the Seller contained herein and subject to the conditions set forth herein, to issue to the Seller and, upon the basis of the representations, warranties and agreements of the Issuer and the Guarantors herein contained and subject to the conditions set forth herein, the Seller agrees to accept from the Issuer as part of the Purchase Price the Notes.
Notes Issuance. Subject to the terms and conditions hereof, each Purchaser listed on Appendix A severally agrees to purchase, and Issuer agrees to issue, sell and deliver (i) on the Closing Date, upon payment of the Purchase Price, such Purchaser’s Allocated Share of the Closing Date Notes and (ii) on the Amendment No. 1 Effective Date, such Purchaser’s Allocated Share of the Amendment No. 1 Notes (each, a “Notes Issuance”). Any Note issued under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed or reissued. Subject to Section 2.13 and Section 2.14, all amounts owed hereunder with respect to the Notes shall be paid in full in cash not later than the Maturity Date. It is understood and agreed that each Purchaser’s commitment to purchase Closing Date Notes terminated on the Closing Date. Each Purchaser’s commitment to purchase the Amendment No. 1 Notes listed on Appendix A shall terminate immediately and without further action on the Amendment No. 1 Effective Date after giving effect to the purchase of Notes in an amount equal to such Purchaser’s Allocated Share in respect of the Amendment No. 1 Notes, if any, on such date.
Notes Issuance. Subject to the terms and conditions hereof, each Purchaser listed on Appendix A severally agrees to purchase, and Issuer agrees to issue, sell and deliver, on the Closing Date, upon payment of the Purchase Price, such Purchaser’s Allocated Share of the Notes (the “Notes Issuance”). Any Note issued under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed or reissued. Subject to Section 2.13 and Section 2.14, all amounts owed hereunder with respect to the Notes shall be paid in full in cash not later than the Maturity Date. Each Purchaser’s commitment to purchase the Notes listed on Appendix A shall terminate immediately and without further action on the Closing Date after giving effect to the purchase of Notes in an amount equal to such Purchaser’s Allocated Share, if any, on such date.
Notes Issuance. As of the date of the Issuer’s delivery (or deemed delivery) of each Note Purchase Confirmation, the Issuer has submitted such Note Purchase Confirmation in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act or any other anti-fraud or anti-manipulation Laws or to create actual or apparent trading activity in any Notes and/or credit default swaps referencing the Issuer as the reference entity (collectively with the Notes, the “Relevant Instruments”) or to raise or depress or otherwise manipulate the price of any Relevant Instruments in violation of applicable Law. The submission by the Issuer to UBS or its counsel of any Note Purchase Confirmation shall be deemed to be a representation and warranty by the Issuer or, if applicable, the Tribe that each of the statements set forth above in this Section 4 is true and correct as of the date of such Note Purchase Confirmation.
Notes Issuance. (a) On the terms and subject to the conditions set forth in this Note Purchase Agreement, on the Issue Date the Company will issue and sell to each Purchaser, and each Purchaser will purchase from the Company, a Note dated the Issue Date in the principal amount set forth in Schedule I hereto opposite the name of such Purchaser, at the purchase price of 100% of the principal amount thereof. The aggregate principal amount of all such Notes shall equal $50,000,000. Each Note will be fully and unconditionally guaranteed, jointly and severally, by the Parent Company and each of the other Guarantors pursuant to Article VIII hereof.
(b) On the Issue Date, immediately following the execution and delivery of this Note Purchase Agreement, and concurrently with the consummation of the 11.5% Notes Exchange and the ABL Amendment becoming effective, the Company will deliver or cause to be delivered the Notes to the Purchasers, on the terms and subject to the conditions set forth in Section 1.3 of this Note Purchase Agreement, against payment of the aggregate purchase price therefor of $50,000,000, which purchase price shall be delivered to the Company in the form of wire transfer of immediately available funds to an account designated in writing by the Company at least three (3) Business Days prior to the Issue Date.
Notes Issuance
