Requisite Approval; Expenses. This First Amendment shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Company and the holders of at least 51% in aggregate principal amount of the Notes shall have executed this First Amendment; (b) the Company shall have paid a fee to each Noteholder in an amount equal to 5.0 basis points of the principal amount of Notes held by such Noteholder; (c) the (i) Note Agreement dated as of May 14, 2003, (ii) Note Agreement dated as of October 13, 2005, and (iii) Note Agreement dated as of May 1, 2006 each of which are by and among the Company, and the institutional investors named therein shall each have been amended pursuant to amendments which are substantively similar to this First Amendment, (d) the Bank Credit Agreement shall have been amended pursuant to an amendment which is substantively similar to this First Amendment, (except that such amendment to the Bank Credit Agreement need not include an amendment similar to the addition set forth in Section 1.2 of this First Amendment), and (e) the Company shall have paid the reasonable fees, expenses and disbursements of Cxxxxxx and Cxxxxx LLP which are reflected in statements of such counsel rendered on or prior to the date of this First Amendment.
Requisite Approval; Expenses. This Amendment shall not be effective until (a) the Company and the Holders of 51% in aggregate principal amount of the Notes have executed and delivered this Amendment, and (b) the Company shall have paid all reasonable fees, expenses and disbursements of Chapman and Cutler which are reflected in statements of such counsel xxxxxxed on xx xxior to the date of this Amendment. The Company shall also pay any other reasonable out-of-pocket expenses incurred by the Holders of Notes in connection with the consummation of the transaction contemplated by this Amendment.
Requisite Approval; Expenses. This First Amendment to the Agreements shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Required Lenders and the Company or the applicable Credit Party shall have executed this First Amendment to the Agreements, (b) the Administrative Agent shall acknowledge this First Amendment to the Agreements, (c) the Subsidiary Guarantors shall have executed and delivered an Acknowledgment and Consent, in respect of the Subsidiary Guaranty, in the form attached hereto as Exhibit A, (d) the Lenders shall have received a duly executed copy of the Amendment No. 1 and Consent to the Second Amended and Restated Credit Agreement, in a form and substance reasonably satisfactory to the Lenders, and (e) the Company and the Co-Obligors shall have paid all reasonable out-of-pocket expenses incurred by each Lender in connection with the consummation of the transactions contemplated by this First Amendment to the Agreements, including, without limitation, the reasonable fees, expenses and disbursements of Cxxxxxx and Cxxxxx LLP which are reflected in statements of such counsel rendered on or prior to the date of this First Amendment to the Agreements.
Requisite Approval; Expenses. This Second Amendment to Note Agreements shall not be effective until (a) the Company and the holders of 66-2/3% in aggregate principal amount of all Notes outstanding on the date hereof shall have executed this Second Amendment to Note Agreements, and (b) the Company shall have paid all out-of-pocket expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment to Note Agreements, including, without limitation, the fees, expenses and disbursements of Xxxxxxx and Xxxxxx which are reflected in statements of such counsel rendered on or prior to the effective date of this Second Amendment to Note Agreements.
Requisite Approval; Expenses. This Second Amendment to Note Purchase Agreements shall not be effective until (a) the Company and the Required Holders shall have executed and delivered this Second Amendment to Note Purchase Agreements, (b) the Company shall have paid all out-of-pocket expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Second Amendment to Note Purchase Agreements, including, without limitation, the fees, expenses and disbursements of Chapman and Cutler which are reflected in statexxxxx xf such xxxxxel rendered on or prior to the effective date of this Second Amendment to Note Purchase Agreements, and (c)
Requisite Approval; Expenses. This First Amendment shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Company and the Required Holders shall have executed this First Amendment, (b) the Noteholders shall have received a duly executed copy of that certain Second Amended and Restated Revolving Credit Agreement dated as of September 29, 2005, and (c) the Company shall have paid all reasonable out-of-pocket expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this First Amendment, including, without limitation, the reasonable fees, expenses and disbursements of Xxxxxxx and Xxxxxx LLP which are reflected in statements of such counsel rendered on or prior to the date of this First Amendment. Xxxxxxxxxxx Industries, Inc. First Amendment to Note Purchase Agreement
Requisite Approval; Expenses. This Fourth Amendment to Note Agreements shall not be effective until (a) the Company and the holders of 66-2/3% in aggregate principal amount of all Notes outstanding on the date hereof shall have executed this Fourth Amendment to Note Agreements, and (b) the Company shall have paid all out-of-pocket expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Fourth Amendment to Note Agreements, including, without limitation, the fees, expenses and disbursements of Xxxxxxx and Xxxxxx which are reflected in statements of such counsel rendered on or prior to the effective date of this Fourth Amendment to Note Agreements.
Requisite Approval; Expenses. This Third Amendment to Note Agreements shall not be effective until (a) the Company and the holders of 66-2/3% in aggregate principal amount of all Notes outstanding on the date hereof shall have executed this Third Amendment to Note Agreements, and (b) the Company shall have paid all out-of-pocket expenses incurred by the Noteholders in connection with the consummation of the transactions contemplated by this Third Amendment to Note Agreements, including, without limitation, the fees, expenses and disbursements of Xxxxxxx and Xxxxxx which are reflected in statements of such counsel rendered on or prior to the effective date of this Third Amendment to Note Agreements.
Requisite Approval; Expenses. This Waiver shall be effective as of the date first written above upon the satisfaction of the following conditions precedent: (a) the Guarantor and the Required Holders shall have executed this Second Amendment, (b) the Company shall have executed and delivered the Acknowledgment and Consent in respect of the Note Purchase Agreement and this Second Amendment in the form attached hereto as Exhibit A, (c) each of the Subsidiary Guarantors shall have executed and delivered the Acknowledgment and Consent in respect of the Subsidiary Guaranty Agreement and this Second Amendment in the form attached hereto as Exhibit B, (d) a copy of the executed Credit Agreement Waiver shall have been delivered to the Noteholders, (e) the Guarantor and the Company shall have paid a fee to each Noteholder in an amount equal to 0.05% of the principal amount of the Notes held by such Noteholder, and (f) the Guarantor and the Company shall have paid all reasonable fees and disbursements of Cxxxxxx and Cxxxxx LLP which are reflected in statements of such counsel rendered on or prior to the date of this Second Amendment.
Requisite Approval; Expenses. This Second Amendment to Note Agreement shall not be effective until (a) the Company and the holders of at least 70% in aggregate principal amount of outstanding Notes shall have executed this Second Amendment to Note Agreement, (b) you shall have received an opinion of Fxxxx & Lxxxxxx, counsel for the Company, in form and substance satisfactory to you and any other holder of Notes covering the matters set forth in Exhibit A and covering such other matters incident to the transactions contemplated hereby as you or your counsel may reasonably request, (c) the Company shall have delivered to you an Officer's Certificate making representations and warranties to the effect of those contained in Paragraphs 10 and 12 of Exhibit B to the Note Agreement, with respect to the Subsidiary Guarantors and the Subsidiary Guaranty, (d) each Subsidiary Guarantor of the Company shall have executed and delivered to you a counterpart of the Subsidiary Guaranty, (e) the Fifth Amendment and Waiver to that certain Note Agreement dated as of October 1, 1995 shall have been executed and delivered in substantially the same form as this Second Amendment to Note Agreement, (f) the Intercreditor Agreement shall have been executed and delivered by you, the banks which are parties to the Bank Credit Agreement and certain other creditors of the Company which are beneficiaries of Guaranties by Subsidiary Guarantors, and (g) the Company shall have paid all out-of-pocket expenses incurred by you in connection with the consummation of the transactions contemplated by this Second Amendment to Note Agreement, including, without limitation, the fees, expenses and disbursements of Cxxxxxx and Cxxxxx which are reflected in statements of such counsel rendered on or prior to the effective date of this Second Amendment to Note Agreement.
