Pursuant to ss Sample Clauses

Pursuant to ss. 2.3 of the Credit Agreement, we hereby request that a Revolving Credit A Loan consisting of [a Base Rate Loan in the principal amount of $__________, or a LIBOR Rate Loan in the principal amount of $__________ with an Interest Period of _________] be made on __________ __, 200__. We understand that this request is irrevocable and binding on us and obligates us to accept the requested Revolving Credit A Loan on such date. Fleet National Bank, as Administrative Agent _________ __, 200_ We hereby certify (a) that the principal amount requested herein including all principal amount currently outstanding does not exceed the Company's ability to borrow under the Revolving Credit A Loans, (b) that we will use the proceeds of the requested Revolving Credit A 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, WISCONSIN CENTRAL TRANSPORTATION CORPORATION By: ------------------------------------- Name: Title: EXHIBIT A-2 [FORM OF] NOTICE OF B LOAN BORROWING WISCONSIN CENTRAL TRANSPORTATION CORPORATION One ▇'▇▇▇▇ Centre ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ______________ __, 200__ Fleet National Bank, as Administrative Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ___________________ Ladies and Gentlemen:

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. 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 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇ attn: Fran▇ ▇. ▇▇▇▇▇▇ RE: DRAW BY LAKES GAMING, INC., UNDER CONTROL AGREEMENT Dear Sir:

Pursuant to ss 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 ▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President, Fleet National Bank, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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/▇▇▇▇ ▇. ▇▇▇▇▇ ----------------------------------- ▇▇▇▇ ▇. ▇▇▇▇▇, Senior Vice President ACKNOWLEDGED AND AGREED TO: Ionics, Incorporated, as Borrower By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ----------------------------------- 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 ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇.

Pursuant to ss. 2.10 of the Credit Agreement, you are invited to submit a competitive bid quote to the Borrower for the following proposed Competitive Bid Loan(s): -------------------------------------------------------------------------------- Requested Borrowing Date Principal Amount Interest Period -------------------------- ---------------------- ------------------------------ -------------------------- ---------------------- ------------------------------ -------------------------------------------------------------------------------- All Competitive Bid Quotes should specify a Competitive Bid Margin and must be submitted to the Agent by facsimile transmission at its offices as specified in or pursuant to ss.19 of the Credit Agreement not later than (a) 10:00 a.m. (Boston time) on the third LIBOR Business Day prior to the proposed Borrowing Date. Quotes received after these deadlines will not be forwarded to the Borrower. Submitted bids must be for $1,000,000 or a larger multiple of $500,000 and may not exceed the aggregate principal amount of Competitive Bid Loans for which offers were requested. All Competitive Bid Quotes should be submitted in substantially the form of Exhibit J to the Credit Agreement. Please follow-up your submitted written bids with telephone verification to confirm receipt. Very truly yours, Fleet National Bank, as Agent By:__________________________________ Exhibit J --------- FORM OF COMPETITIVE BID QUOTE Fleet National Bank, as Agent ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Re: Competitive Bid Quote to Liberty Property Limited Partnership This Competitive Bid Quote is given in accordance with ss.2.10 of the certain Credit Agreement (as amended and in effect from time to time, the "Credit Agreement") among Liberty Property Limited Partnership, a Pennsylvania limited partnership (the "Borrower"), the Co-Borrowers named therein, Liberty Property Trust, Fleet National Bank, the other Lenders and Fleet National Bank as agent (the "Agent") for itself and the other Lenders. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. In response to the Competitive Bid Quote Request of the Borrower dated _________________, 20___, we hereby make the following Competitive Bid Quote on the following terms:

Pursuant to ss. 17A of the Credit Agreement, on the Effective Date the New Lender shall fund its applicable portion of the outstanding Revolving Credit Loans in the manner set forth in ss.17A in such amounts as shall be necessary to result in the New Lender and each of the other Lenders then holding Revolving Credit Loans equal to its applicable Commitment Percentage (after giving effect to the adjustments thereof referred to above) of the aggregate principal amount of all Revolving Credit Loans then outstanding; and the Borrowers shall pay any amounts that may be applicable in connection with such funding arrangements pursuant to the final paragraph of ss.17A of the Credit Agreement. Any such payments of funds by the New Lender to (or for the account of) the other Lenders to effectuate the funding arrangements contemplated hereby in respect of the New Lender's Additional Commitment Amount shall constitute Revolving Credit Loans by the New Lender made to, and owed jointly and severally by, the Borrowers, all as provided in ss.17A.

Pursuant to ss. 11 of the Credit Agreement, the Borrower hereby agrees to pay to the Bank, on demand by the Bank, all reasonable out-of-pocket costs and expenses incurred or sustained by the Bank in connection with the preparation of this Amendment (including reasonable legal fees).

Pursuant to ss. 9.4(c) of the Credit Agreement, the principal financial or accounting officer of the Borrower hereby certifies to you as follows: