Pursuant to ss. 3803(a) of the Business Trust Act, the Holders of the Trust Preferred Securities shall be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware.
Pursuant to ss. 2.6 of the Credit Agreement, we hereby request that a Revolving Credit Loan consisting of [a Base Rate Loan in the principal amount of $__________, or a Eurodollar Rate Loan in the principal amount of $__________ with an Interest Period of _________] be made on __________ __, __. We understand that this request is irrevocable and binding on us and obligates us to accept the requested Revolving Credit Loan on such date. We hereby certify (a) that the aggregate outstanding principal amount of the Revolving Credit Loans on today's date is $_________, (b) that we will use the proceeds of the requested Revolving Credit Loan in accordance with the provisions of the Credit Agreement, (c) that each of the representations and warranties contained in the Credit Agreement or in any document or instrument delivered pursuant to or in connection with the Credit Agreement was true as of the date as of which it was made and is true at and as of the date hereof (except to the extent of changes resulting from transactions contemplated or permitted by the Credit Agreement and changes occurring in the ordinary course of business that singly or in the aggregate are not materially adverse, and to the extent that such representations and warranties related expressly to an earlier date) and (d) that no Default or Event of Default has occurred and is continuing. Very truly yours, WESTERN DIGITAL CORPORATION By: ---------------------------------------- Name: Title: 102 EXHIBIT D FORM OF TERM NOTE $___________________ as of January 28, 1998 FOR VALUE RECEIVED, the undersigned WESTERN DIGITIAL CORPORATION, a Delaware corporation, (the "Borrower"), hereby promises to pay to the order of [INSERT NAME OF LENDER] (the "Bank") at the Agent's Head Office (as defined in the Credit Agreement referred to below):
Pursuant to ss. 15 of the Credit Agreement, the Borrower hereby agrees to pay to the Agent, on demand by the Agent, all reasonable out-of-pocket costs and expenses incurred or sustained by the Agent in connection with the preparation of this Amendment (including reasonable legal fees).
Pursuant to ss. 6045 of the Internal Revenue and Taxation Code, the Title Company shall be designated the "Closing Agent" hereunder and shall be solely responsible for complying with the Tax Reform Act of 1986 with regard to the reporting of all settlement information to the Internal Revenue Service.
Pursuant to ss. 5.1 of the Credit Agreement, and as a condition to the effectiveness of the Credit Agreement, the Borrower has agreed to pay to the Agent for its own account a closing fee of $210,000 which shall be fully earned as of the date hereof (i) $80,000 of which shall be paid on the Closing Date, and (ii) the remaining $130,000 of which shall be paid on March 31, 2001; provided, however, that if between the Closing Date and March 31, 2001, a private placement is arranged by Fleet which reduces the Commitment by an amount equal to or greater than $20,000,000, the remaining $130,000 fee will be waived. This letter agreement is subject to the confidentiality provisions contained in the Credit Agreement. This letter agreement is the Fee Letter referred to in the Credit Agreement. This letter agreement may be executed in any number of counterparts, which shall together constitute but one and the same agreement. THIS LETTER AGREEMENT SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. This letter agreement shall take effect as a sealed instrument as of the date first hereinabove written. This letter agreement shall be binding on the parties hereto and their respective successors and assigns. Please indicate your agreement with the foregoing by signing this letter agreement where indicated below and returning it with the arrangement fee to Xxxx X. Xxxxx, Senior Vice President, Fleet National Bank, 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000. This letter supersedes all of our prior letters and communications to you regarding the subject matter of this letter, if any. Very truly yours, FLEET NATIONAL BANK, By: /s/Xxxx X. Xxxxx ----------------------------------- Xxxx X. Xxxxx, Senior Vice President ACKNOWLEDGED AND AGREED TO: Ionics, Incorporated, as Borrower By: /s/Xxxxxx X. Xxxxxxxx ----------------------------------- Title: Executive Vice President EXHIBIT A SIXTH AMENDED AND RESTATED REVOLVING CREDIT NOTE $70,000,000 July 28, 2000 FOR VALUE RECEIVED, the undersigned IONICS, INCORPORATED (the "Borrower"), hereby promises to pay to the order of FLEET NATIONAL BANK, a national banking association (the "Bank") at the Agent's head office at 000 Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, 00000.
Pursuant to ss. 3(a) of the Control Agreement, you are hereby directed to wire transfer, as soon as is practicable after receipt of the Consent of the Band, but within not more than two business days after your receipt thereof, the following sum: $ ----------------- from the Account to the Band Account as designated by the Band pursuant to ss. 13(a) of the Control Agreement. Dated: , ----------- ------ LAKES GAMING, INC. By: ------------------------------ Its: ------------------------------ EXHIBIT D-2 LAKES DRAW REQUEST (TRANSFERS TO ENTERPRISE ACCOUNT) To: Firstar Bank of Minnesota, N.A. 101 Xxxx Xxxxx Xxxxxx Xx. Xxxx, XX 00000 attn: Franx X. Xxxxxx RE: DRAW BY LAKES GAMING, INC., UNDER CONTROL AGREEMENT Dear Sir:
Pursuant to ss. 196 of the Employment Rights Xxx 0000 the Executive hereby agrees that no rights shall arise under xx.xx. 94 and 135 respectively of that Act in relation to this Agreement if the term of the Executive's Employment under it expires without being renewed.
Pursuant to ss. 18-201 (d) of the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation with the Office of the Delaware Secretary of State on November 22, 2004.
Pursuant to ss. 6.1(e) of the Credit Agreement, each of the Banks hereby consents to the amendment of the Letter of Credit Reimbursement Agreement by the First Amendment to Letter of Credit Reimbursement Agreement dated September 6, 1995, the Second Amendment to Letter of Credit Reimbursement Agreement dated November 31, 1995, and the Third Amendment to Letter of Credit Reimbursement Agreement dated July 24, 1996.
Pursuant to ss. 1.5 hereof, CLTL may make certain prepayments of the unpaid principal amount of the Revolving Credit Loans and any Term Loan in connection with the termination or reduction of the Commitment. Pursuant to ss.5.2(a) hereof, CLTL may be obligated to make certain mandatory prepayments of the unpaid principal amount of the Revolving Credit Loan or the Refunding Term Loan (as applicable). In addition, CLTL shall have the right, on not less than one Business Day's notice to the Bank, Credit Agreement, July 31, 1995 - 4 - Chemical Xxxxxx Tank Lines, Inc. to prepay the Revolving Credit Loan, any Term Loan or the Refunding Term Loan (as applicable) in whole at any time or in part from time to time, in either case with accrued interest to the date of such prepayment on the principal amount being prepaid. Each partial prepayment shall be applied to principal installments remaining on the Revolving Credit Loan, any Term Loans or the Refunding Term Loan (as applicable) in the inverse order of their maturities. In the event no specification is made concerning the Loan to which the payment is to be applied, the Bank shall in its sole discretion, make such specification. Prepayment of any portion of the Revolving Credit Loan which is based upon an Adjusted Libor Rate or any Term Loan shall be subject to a prepayment penalty pursuant to ss.1.9 hereof.
