Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any of Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment. (b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender the representations and warranties set forth in the Loan Agreement and each of the Other Agreements, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date. (c) Borrowers acknowledge and agree that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under the Loan Agreement. (d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003. (e) Within 10 days after the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time). (f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant): (1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month. (2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast. (3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables. (4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Samples: Loan and Security Agreement (Am Communications Inc)
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower Credit Party represents and warrants to the Lender that: that (i) the execution, delivery and performance by the Borrowers Credit Parties of this Amendment and the transactions contemplated hereby (A) are and will be within the respective corporate powers of the BorrowersCredit Parties, (B) have been authorized by all necessary corporate action on behalf of the BorrowersCredit Parties, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower Credit Party or any of its Credit Party’s property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's Credit Party’s articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower Credit Party is a party or by which any Borrower of them or any of Borrower's their property is bound, and (E) except for the Liens created under the Loan Documents in favor of the Lender, will not result in the imposition of any lien, security interest or other encumbrance Lien on any of the properties of any BorrowerCredit Party; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers Credit Parties in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment.
(b) . On and as of the First Amendment Effective Date, each Borrower Credit Party confirms, reaffirms and restates restates, and on the date of each request for a Loan or Letter of Credit each Credit Party shall be deemed to have further confirmed, reaffirmed and restated, to the Lender the representations and warranties set forth in the Loan Agreement Agreement, as amended hereby, and each of the Other Agreementsother Loan Documents, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower each Credit Party confirms, reaffirms and restates such representations and warranties as of such earlier date.
. The Borrower represents and warrants to Lender that attached hereto as Exhibit A is a true, correct and complete entity organizational chart of the Borrower, EB Holdings and their Subsidiaries, together with a memorandum summarizing the activities and purpose of each entity within such organizational structure (c) Borrowers acknowledge an “organizational summary memorandum”). Borrower agrees to promptly deliver to Lender, in connection with any future change to the organizational structure reflected in the attached exhibit, an updated entity organizational chart together with an updated organizational summary memorandum (it being understood and agree agreed that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof any such change shall be an Event of Default under made in compliance with the Loan Agreement.
(d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003.
(e) Within 10 days after Agreement and the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to timeother Loan Documents).
(f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant):
(1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month.
(2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast.
(3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables.
(4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Samples: Loan and Security Agreement (Electronics Boutique Holdings Corp)
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this AmendmentAgreement, each Borrower represents and warrants to the Lender that: that (i) the execution, delivery and performance by the Borrowers of this Amendment Agreement and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower Borrowers or any of its their property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower of them or any of Borrower's their property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment Agreement shall be valid, binding and enforceable against the Borrowers in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as other than the Specified Events of the First Amendment Effective Date (giving effect to Section 6 hereof)Default, no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this AmendmentAgreement.
(b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender Parties the representations and warranties set forth in the Loan Agreement and each of the Other AgreementsDocuments, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date.
(c) Borrowers acknowledge In order to induce the Lender to enter into this Agreement, each Borrower represents and agree warrants to the Lender that failure to receive the funding by April (i) on or about November 1, 2003 contemplated by Section 4(a)(vii2002, AM Communications received the proceeds of additional Subordinated Debt in the amount of Two Hundred and Fifty Thousand Dollars ($250,000) above or failure to achieve from Xx. Xxxxx X. Hassan, and (ii) as of the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under the Loan Agreement.
(d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003.
(e) Within 10 days after the First Amendment Effective Date, the aggregate gross amount of all obligations currently due and owing by Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers under the Designated Contracts (and assigned to Lender) covering all existing and future without netting or taking into effect any obligations owing by Charter Communications established under terms to Borrowers) is One Million Seven Hundred Forty-Eight Thousand Nine Hundred Twenty-One and conditions, for amounts and with such insurer as may be acceptable to 00/100 Dollars ($1,748,921) (the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time"Required Minimum Payables").
(f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation . As an independent covenant of the Consultant except for Borrowers, each Borrower agrees that, so long as the report in clause (3) below which Specified Events of Default are outstanding, no Borrower shall be prepared make any payment on account of its obligations under the Designated Contracts if as a result of such payment the aggregate amount of all obligations incurred by the Consultant):
(1) Within 10 days after Borrowers would be less than the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal monthRequired Minimum Payables.
(2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast.
(3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables.
(4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower Credit Party represents and warrants to the Lender that: that (i) the execution, delivery and performance by the Borrowers Credit Parties of this Amendment and the transactions contemplated hereby (A) are and will be within the respective corporate powers of the BorrowersCredit Parties, (B) have been authorized by all necessary corporate action on behalf of the BorrowersCredit Parties, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower Credit Party or any of its Credit Party’s property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's Credit Party’s articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower Credit Party is a party or by which any Borrower of them or any of Borrower's their property is bound, and (E) except for the Liens created under the Loan Documents in favor of the Lender, will not result in the imposition of any lien, security interest or other encumbrance Lien on any of the properties of any BorrowerCredit Party; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers Credit Parties in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Default or Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment Amendment. The Borrower represents and the Notes and Other Agreements executed in connection with this Amendment.
(b) On and as of the First Amendment Effective Date, each Borrower confirms, reaffirms and restates warrants to the Lender the representations that attached hereto as Exhibit B is a true, correct and warranties set forth in the Loan Agreement and each complete entity organizational chart of the Other AgreementsBorrower, except EB Holdings and their Subsidiaries, together with a memorandum summarizing the activities and purpose of each entity within such organizational structure (an “organizational summary memorandum”). Borrower reaffirms and confirms its continuing obligation to update and deliver to the extent that Lender such representations entity organizational chart and warranties solely and expressly relate to a specific earlier date organizational summary memorandum in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date.
(c) Borrowers acknowledge and agree that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under accordance with the Loan Agreement. EB Investment Corp. represents and warrants that EB Games Customer Service, Inc. is a wholly-owned subsidiary of EB Investment Corp. and that its formation and operation have no adverse impact on the Borrower.
(d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003.
(e) Within 10 days after the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time).
(f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant):
(1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month.
(2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast.
(3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables.
(4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Samples: Loan and Security Agreement (Electronics Boutique Holdings Corp)
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers Borrower of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any of Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; and (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Amendment Effective Date (giving effect to Section 6 hereof), no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment.
(b) On and as of the First Third Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender the representations and warranties set forth in the Loan Agreement and each of the Other Agreements, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date.
(c) Borrowers acknowledge Lender expressly reserves its rights and agree that failure options to receive the funding by April 1, 2003 contemplated by Section 4(a)(viiextent any Event(s) above of Default are presently outstanding. Neither the execution of nor any actions of Lender in respect of this Amendment is intended to constitute or failure signify a waiver or forbearance or an agreement to achieve the minimum trade support as contemplated waive or forbear from time to time by Section 4(a)(xxiii) hereof shall be an any action concerning any existing Event of Default under the Loan Agreementor any Event of Default which may hereafter occur.
(d) Borrowers shall implement a corporate compliance program acceptable to Chatham on or before June 30, 2003.
(e) Within 10 days after the First Amendment Effective Date, Borrowers shall have obtained and provided to Lender evidence of credit insurance in favor of Borrowers (and assigned to Lender) covering all existing and future obligations owing by Charter Communications established under terms and conditions, for amounts and with such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time).
(f) In addition to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of the Consultant except for the report in clause (3) below which shall be prepared by the Consultant):
(1) Within 10 days after the First Amendment Effective Date, a 13-week rolling cash flow projection detailing the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal month.
(2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecast.
(3) Within 30 days after the First Amendment Effective Date, a written report from the Consultant (A) identifying areas for improvement in Borrowers' billing, credit and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivables.
(4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Samples: Loan and Security Agreement (Am Communications Inc)
Representations and Warranties Additional Covenants. (a) In order to induce the Lender to enter into this Amendment, each Borrower represents and warrants to the Lender that: (i) the execution, delivery and performance by the Borrowers of this Amendment and the transactions contemplated hereby (A) are and will be within the corporate powers of the Borrowers, (B) have been authorized by all necessary corporate action on behalf of the Borrowers, (C) are not in contravention of any order or decree of any court or governmental unit, or of any law, rule or regulation to which any Borrower or any of its property is bound, (D) are not and will not be in conflict with, or result in a breach of or constitute (with due notice and/or lapse of time) a default under (x) any Borrower's articles of incorporation or bylaws or (y) any indenture, agreement, contract or undertaking to which any Borrower is a party or by which any Borrower or any of Borrower's property is bound, and (E) will not result in the imposition of any lien, security interest or other encumbrance on any of the properties of any Borrower; (ii) this Amendment and the Notes and Other Agreements executed in connection with this Amendment shall be valid, binding and enforceable against the Borrowers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law; and (iii) on and as of the First Second Amendment Effective Date (giving effect to Section 6 hereof)Date, no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) has occurred and is continuing and no Event of Default (or event which, with the passage of time or giving of notice or both, will become an Event of Default) would result from the execution, delivery or consummation of the transactions contemplated by this Amendment and the Notes and Other Agreements executed in connection with this Amendment.
(b) On and as of the First Second Amendment Effective Date, each Borrower confirms, reaffirms and restates to the Lender the representations and warranties set forth in the Loan Agreement and each of the Other Agreements, except to the extent that such representations and warranties solely and expressly relate to a specific earlier date in which case such Borrower confirms, reaffirms and restates such representations and warranties as of such earlier date.
(cdate and except for Schedule 3 attached hereto which shall supplement Schedule 11(g) Borrowers acknowledge and agree that failure to receive the funding by April 1, 2003 contemplated by Section 4(a)(vii) above or failure to achieve the minimum trade support as contemplated from time to time by Section 4(a)(xxiii) hereof shall be an Event of Default under the Loan Agreement.
(c) In consideration of the agreements and accommodations of Lender hereunder, Lender has hereby earned and Borrower is hereby obligated to Lender for an amendment fee of $87,500 to be paid to Lender as follows: $21,875 on the Second Amendment Effective Date and the balance on the earlier of the closing on the sale of AMC Services and July 31, 2003. Each such payment shall be nonrefundable.
(d) Borrowers shall implement a corporate compliance program acceptable acknowledge that Lender intends to Chatham on obtain an updated appraisal of the Quakertown Facility and confirms that they are obligated to pay or before June 30, 2003reimburse Lender for the expense thereof.
(e) Within 10 days after Borrowers represent that Schedule 2 attached hereto sets forth a list of all Affiliates of each Borrower, the First Amendment Effective Date, Borrowers shall have obtained and provided present indebtedness owed by each such entity to Lender evidence of credit insurance in favor of Borrowers each Borrower (and assigned to Lendereach other) covering all existing and future obligations owing the amount owed by Charter Communications established under terms and conditions, for amounts and with each Borrower to each such insurer as may be acceptable to the Lender (Borrowers acknowledging that they have been informed by Lender that a cap of $1,000,000 on Revolving Loans against Eligible Accounts of Charter Communications has been imposed by Lender subject to evaluation and adjustment by Lender from time to time)entity.
(f) In addition Borrowers covenant and agree that they will at all times continue to all other reporting requirements, Borrowers shall provide to Lender the following (each report to be in a form satisfactory to Lender and to be prepared with the participation of retain the Consultant except for (or another consultant with similar background, experience and skills) and actively consult with and utilize the report services of such Consultant (or such replacement consultant) to fulfill the covenants and undertakings contained in clause (3) below which shall be prepared by the Consultant):
(1) Within 10 days after this Amendment or in the First Amendment Effective Date, a 13-week rolling cash flow projection detailing and the sources and uses of cash which shall be updated monthly within 10 days after the end of each fiscal monthbusiness plan(s) provided by Borrowers to Lender.
(g) Borrowers covenant and agree that, without impairing their undertakings reflected by Section 4(a)(xxiii) of the First Amendment, the aggregate gross amount of all obligations owing by Borrowers under the Designated Contracts (without netting or taking into effect any obligations owing to any Borrower) shall not be less than $1,900,000 as of and at all times after June 30, 2003. Borrowers covenant and agree that the net aggregate amount (netting the "due to" items from the "due from" items) owing from NEST Technologies and Nestronix to Borrowers shall not exceed at any time $170,000 (excluding trade debt). At such time as Borrowers provide a written consent (similar in form to, and for the purpose of replacing, the consent referenced in subsection 4(a)(xvii) above) from NeST Technologies Corp. and NeSTronix, Inc. to such effect, the covenants in the first two sentences of this clause (g) shall be changed to an aggregate minimum net obligation of $1,700,000 owing by Borrowers. Furthermore, the "Due from Opterna" and "Due from E-Cell Technologies" items (the current amounts being referenced on such Schedule 2) Within 30 days after the end of each fiscal month or more frequently if so requested by Lender, a detailed report identifying and explaining any major variances between actual performance and projected performance shall not exceed $200,000 in the Forecast tracking the implementation of Borrowers' cost savings initiatives embodied in the Forecastaggregate at any time (including amounts now and hereafter owing).
(3h) Within 30 days after Borrowers covenant and agree that no Borrower shall authorize or issue any press release or similar public disclosure regarding the First Amendment Effective Date, a written report from transactions contemplated by the Consultant Loan Agreement (Aas amended) identifying areas for improvement in Borrowers' billing, credit without the prior consent of Lender and collection policies as well as areas where existing practice differs from current policy and (B) determining and recommending any additional steps which Borrowers can take to improve the overall turnover of their receivablesChatham.
(4) On a semi-monthly basis, a flash report highlighting key financial indicators of Borrowers' operating and financial performance and prospects.
Appears in 1 contract
Samples: Loan and Security Agreement (Am Communications Inc)
