Pursuant to Section 11. 02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.
Pursuant to Section 11. 1(b) of the Base Indenture, you are hereby notified that:
Pursuant to Section 11. 2(a) of the Credit Agreement, the Borrower notifies the respective parties hereto that its address for purposes of the Credit Agreement shall, as of the Supplement Effective Date, be: WMG Acquisition Corp. c/o Warner Music Group Corp. 0000 Xxxxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 Attention: General Counsel Facsimile: (000) 000-0000 Website: xxx.xxx.xxx
Pursuant to Section 11. 1(b) of the Agreement, either Party may extend the Outside Date to October 26, 2016 by delivering notice to the other Party within three business days immediately prior to July 26, 2016 if the conditions set forth in Section 10.1(b) have not been satisfied or waived but all other conditions to the Closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing). The Parties hereby agree (1) to waive the notice requirement in Section 11.1(b) of the Agreement, (2) to extend the Outside Date to October 26, 2016 effective immediately, and (3) neither Party has waived any other condition to extending the Outside Date set forth in Section 11.1(b) of the Agreement.
Pursuant to Section 11. 01 of the Guarantee, the undersigned hereby:
(a) agrees with the Beneficiaries that this Joinder Agreement may be attached to the Guarantee and that by the execution and delivery hereof, the undersigned becomes a Guarantor under the Guarantee for all purposes and agrees to be bound by all of the terms thereof, in each case as of the date hereof; provided that the undersigned shall not be bound by Section 11.03 and Section 11.05 of the Guarantee, if and only if, and so long as, the undersigned is not an Affiliate of Carlyle Partners III, L.P.;
(b) represents and warrants, as of the date hereof, to the Beneficiaries that each of the representations and warranties set forth in Sections 9.01, 9.02, 9.03, 9.04 and 9.06 of the Guarantee (provided, that, with respect to the undersigned, in the case of the representations and warranties set forth in Section 9.06, the reference therein to “Closing Date” shall mean the date hereof) is true and correct with respect to the undersigned as of the date hereof both immediately before and after giving effect to the execution and delivery of this Joinder Agreement;
(c) represents and warrants to the Beneficiaries, as of the date hereof, that (x) no Tier 1 Default exists, (y) no Tier 2 Event of Default with respect to any of the Transferred Vessels shall have occurred and be continuing or shall result from the Merger and (z) no Guarantor shall have Knowledge that any event or circumstance that constitutes a Tier 2 Default has occurred and is continuing or shall result from the Merger; provided, however, that for purposes of applying clause (z) of this Section l(c) to a Change of Control Transaction (which the Merger constitutes), the reference to $2,000,000 in Section 14.01(b)(4) shall be deemed to be a reference to $5,000,000; and
(d) without limiting the generality of clause (a) above, assumes and agrees to irrevocably and unconditionally guarantee in accordance with the Guarantee the due and punctual payment, performance and observance in full of all obligations, covenants and agreements contained in the Guarantee when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including obligations that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)).
Pursuant to Section 11. 02 of the Indenture, after giving effect to any maximum amount and all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance.
Pursuant to Section 11. 1(a) of the Transaction Agreement, the Parties hereby agree that the Transaction Agreement (including the Cobia Disclosure Letter and the Swordfish Disclosure Letter), and all schedules, annexes and exhibits thereto, and all ancillary agreements contemplated thereby or entered pursuant thereto (including the Equity Financing Commitment, but expressly excluding that certain Nondisclosure Agreement dated as of October 30, 2015 by and between Celanese International Corporation and Blackstone Management Partners, L.L.C. (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms) (collectively, the “Transaction Documents”), are hereby terminated effective immediately as of the date hereof (such date, the “Termination Date” and such time, the “Termination Time”) and, notwithstanding anything to the contrary in the Transaction Documents, including Section 11.2 of the Transaction Agreement, the Transaction Documents are terminated in their entirety and shall be of no further force or effect whatsoever (the “Termination”).
Pursuant to Section 11. 6 of the Purchase Agreement, the Purchaser, by separate instruments of assignment, will assign to the Purchaser’s Permitted Assignees, as set forth on the Schedule of Assignments attached hereto as Annex I, certain rights, interests or obligations under the Purchase Agreement (including the right of the Purchaser to acquire certain of the Purchased Assets at the Initial Closing) as described in the Deeds, the Lease Assignment and Assumption Agreements and the Bills of Sale and Assignment and Assumption Agreements (collectively, the “Assigned Obligations”). Notwithstanding such assignment, the Purchaser shall remain liable to the Seller for the performance of the Assigned Obligations in accordance with the terms and conditions of the Purchase Agreement.
Pursuant to Section 11. 1(a) of the Credit Agreement, the undersigned Lender hereby consents to the extension of the Term Loan Maturity Date (as defined in the Credit Agreement) to the Term B-2 Loan Maturity Date (as defined in the Amended Credit Agreement) with respect to the percentage of its Original Term Loans specified below (or, if no percentage is specified, 100% of its Original Term Loans), if any: Percentage of Original Term Loans to be classified as Term B-2 Loans % Consented to and agreed as of the Effective Date: [NAME OF EXTENDING TERM LENDER] By: Name: Title: Reference is made to (i) the Credit Agreement, dated as of January 26, 2006 (as amended, restated, modified or otherwise supplemented prior to the Effective Date, the “Credit Agreement”), among AMC Entertainment Inc., a Delaware corporation (the “Company”), the Lenders and Issuers party thereto and Citicorp North America, Inc., as administrative agent (in such capacity, the “Administrative Agent”) and (ii) the Amendment No. 3 to the Credit Agreement (the “Amendment”) to which this Non-Extending Term Lender Consent is attached. Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement or the Amendment, as applicable, are used herein as therein defined.
Pursuant to Section 11. 1(b) of the Base Indenture please indicate your vote by submitting the attached Exhibit A with respect to your vote for Controlling Class Representative within [insert thirty (30) calendar days of the date of this ballot] (the “CCR Election Period”) to my attention by email to_______________________. This Notice shall be construed in accordance with, and this Notice and any matters arising out of or relating in any way whatsoever to this Notice (whether in contract, tort or otherwise), shall be governed by, the law of the State of New York UMB Bank, N.A., as Trustee By: Name: Title: Notice Date: _________, 20__ Notice Record Date: _________, 20__ Responses due by: _________, 20__ Please indicate your vote by checking the “Yes” or “No” box next to each candidate. You may only select “Yes” below for a single candidate. The election outcome will be determined by reference to the number of votes actually submitted and received by the Trustee by the end of the CCR Election Period. Abstentions shall not be considered in the determination of the election outcome.
