Common use of Tranche B Loans Clause in Contracts

Tranche B Loans. The obligation of the Lender to make Tranche B Loans available hereunder shall occur on the date (the "Subsequent Advance Date") on or after August 10, 1998 that the Lender shall have received each of the following, in form and substance satisfactory to the Lender and its counsel: (i) evidence that the Effective Date shall have occurred; (ii) evidence that the Final Order shall be in full force and effect approving the Commitments (or such lesser amount as shall be acceptable to the Lender in its sole discretion) and shall not have been reversed, stayed, modified or amended; (iii) the Bankruptcy Court shall have scheduled the hearing on approval of the Disclosure Statement under section 1125 of the Bankruptcy Code to occur no later than August 15, 1998; (iv) the Borrowers shall be actively pursuing Bankruptcy Court approval of the Disclosure Statement and confirmation of the Chapter 11 Plan on or before September 22, 1998; (v) certificates from a duly authorized officer of each of the Borrowers and any of the Borrowers' Subsidiaries, as applicable, of the type referred to in clauses (a)(viii) and (a)(ix) above, dated the Subsequent Advance Date and such certificates are true and accurate in all material respects; and (vi) the Borrowers shall be continuing to facilitate and cooperate with the Due Diligence described in clause (a)(xii) above; and (vii) the Borrowers shall not have dismissed or replaced the Crisis Manager referred to in clause (a)(xi) above without obtaining Bankruptcy Court approval and, if terminated without cause, without having agreed with the Lender on a replacement Crisis Manager; provided, however, that if the Borrowers dismiss the Crisis Manager for cause, they agree to replace the Crisis Manager as soon as reasonably practicable with another Crisis Manager acceptable to the Lender.

Tranche B Loans. The obligation (a) Each Tranche B Lender agrees to lend to the Borrower that amount set forth next to such Lender's name in Schedule 1B (the aggregate of all such ----------- amounts being referred to as the "Tranche B Principal Amount"; and together with the Tranche A Principal Amount, the "Principal Amount"). Subject to Section 3 of this Agreement, the Tranche B Principal Amount shall be repaid in full on July 31, 2001, unless the Acquisition has been completed on or prior to July 31, 2001, in which case the Tranche B Principal Amount shall be repaid in full on June 30, 2002 (such date, as applicable, being referred to as the "Tranche B Maturity Date" and together with the Tranche A Maturity Date as the "Maturity Dates"); provided that, unless the Tranche A Majority Lenders have elected to extend the Tranche A Maturity Date pursuant to Section 3.1, no amount shall be paid in respect of the Lender to make Tranche B Loans available hereunder unless and until the Borrower shall occur on have paid in full all due and owing amounts in respect of the Tranche A Loans. Each Tranche B Loan shall be evidenced by a promissory note in the form set forth in Exhibit B hereto (each, a "Tranche B Note"; and together with the Tranche A ---------- Notes, the "Notes"). (b) The Borrower may, from time to time after the Initial Disbursement Date (as defined below) but prior to the date the Acquisition is consummated, request the Tranche B Lenders to make additional loans (the each such loan, an "Subsequent Advance DateOptional Tranche B Loan") in an aggregate principal amount for all such loans not to exceed $1,800,000 to the Borrower. Such request shall be made in writing on or after August 10, 1998 that a business day which is at least 5 business days prior to the Lender requested date of disbursement and such request shall have received be in a notice sent by the Borrower via facsimile (with telephonic confirmation) to each of the followingTranche B Lenders. Such notice will state the following information: (i) the date of the requested disbursement of the Optional Tranche B Loan and (ii) the aggregate amount of the Optional Tranche B Loan being requested. Each Tranche B Lender shall indicate in writing (delivered via facsimile, in form and substance satisfactory with telephonic confirmation) to the Borrower by 12:00 p.m. of the business day immediately following the date on which the Borrower makes its request, whether such Tranche B Lender and its counselis willing to lend any portion of the requested Optional Tranche B Loan and, if so, the amount of such Optional Tranche B Loan it is willing to lend (such amount being, solely in respect of such requested Optional Tranche B Loan, such Tranche B Lender's "Disbursement Commitment.") At least 3 business days prior to the date of the requested disbursement of the Optional Tranche B Loan, the Borrower shall notify those Tranche B Lenders which have Disbursement Commitments greater than zero of the following: (i) evidence that the Effective Date shall have occurred;aggregate amount of Disbursement Commitments, (ii) evidence that whether the Final Order shall be in full force and effect approving Borrower intends to borrow the Commitments (or such lesser amount as shall be acceptable to the Lender in its sole discretion) and shall not have been reversedrequested Optional Tranche B Loan, stayed, modified or amended;and (iii) the Bankruptcy Court shall have scheduled the hearing on approval portion of the Disclosure Statement under section 1125 Optional Tranche B Loan such Tranche B Lender shall be required to lend (which shall equal (1) if the aggregate amount of Disbursement Commitments is greater than the amount of the Bankruptcy Code to occur no later than August 15requested Optional Tranche B Loan, 1998; the product of (ivA) the Borrowers shall be actively pursuing Bankruptcy Court approval requested Optional Tranche B Loan amount times (B) a quotient, (I) the numerator of the Disclosure Statement and confirmation of the Chapter 11 Plan on or before September 22, 1998; (v) certificates from a duly authorized officer of each of the Borrowers and any of the Borrowers' Subsidiaries, as applicable, of the type referred to in clauses (a)(viii) which is such Tranche B Lender's Disbursement Commitment and (a)(ix) above, dated the Subsequent Advance Date and such certificates are true and accurate in all material respects; and (viII) the Borrowers shall be continuing to facilitate and cooperate with denominator of which is the Due Diligence described aggregate of all Tranche B Lenders' Disbursement Commitments in clause respect of such requested Optional Tranche B Loan, (a)(xii2) above; and (vii) the Borrowers shall not have dismissed or replaced the Crisis Manager referred to in clause (a)(xi) above without obtaining Bankruptcy Court approval andotherwise, if terminated without cause, without having agreed with the Lender on a replacement Crisis Manager; provided, however, that if the Borrowers dismiss the Crisis Manager for cause, they agree to replace the Crisis Manager as soon as reasonably practicable with another Crisis Manager acceptable to the such Tranche B Lender's Disbursement Commitment.)

Tranche B Loans. The obligation of the Lender Energy to make Tranche B Loans available hereunder shall occur on the date on or after December 20, 1997 (or such earlier date as Energy in its sole discretion may determine by waiving in writing all then-unsatisfied condition(s) contained in this Credit Agreement) (the "Subsequent Advance DateSUBSEQUENT ADVANCE DATE") on or after August 10, 1998 that the Lender Energy shall have received each of the following, in form and substance satisfactory to the Lender Energy and its counsel: (( i) evidence that the Effective Date shall have occurred; (( ii) evidence that the Final Bankruptcy Order shall be in full force have become a Final Order; ( iii) evidence that the Plan of Reorganization and effect approving the Commitments (or such lesser amount as shall be acceptable to the Lender in its sole discretion) and shall not Disclosure Statement have been reversed, stayed, modified or amended; (iii) filed with the Bankruptcy Court shall have scheduled and made available to creditors of the hearing on approval of Borrower and [the Disclosure Statement under section 1125 of submitted to the Bankruptcy Code to occur no later than August 15, 1998U.S. Trustee for review]; (( iv) evidence satisfactory to Tranche B Lender that the Borrowers shall be actively pursuing Bankruptcy Court approval Borrower has made significant progress with the Creditor's Committee and lessors of aircraft in respect of support for the Disclosure Statement and confirmation Plan of the Chapter 11 Plan on or before September 22, 1998Reorganization; (( v) certificates from a duly authorized officer of each of the Borrowers and any of the Borrowers' Subsidiaries, as applicable, Borrower of the type referred to in clauses clause (a)(viii) and (a)(ix) above, dated the Subsequent Advance Date and such certificates are true and accurate Date; and ( vi) the Budget; ( vii) Tranche B Lender shall otherwise be satisfied in all material respects; and respects (viin its sole discretion) the Borrowers shall be continuing to facilitate and cooperate with the Due Diligence described results of its due diligence in clause (a)(xiirespect of the Borrower. ( viii) above; and (vii) The Borrower shall have filed a motion requesting that the Borrowers shall not have dismissed or replaced the Crisis Manager referred to in clause (a)(xi) above without obtaining Bankruptcy Court approval andestablish a Bar Date not later than January 16, 1998. ( ix) Evidence that the two vacancies on the Borrower's Board of Directors in respect of Classes I and III of the Borrower's Board of Directors have been filled by two persons designated to act as such by the Majority Lenders, if terminated without cause, without having agreed with the Lender on a replacement Crisis Manager; provided, however, that if the Borrowers dismiss the Crisis Manager for cause, they agree to replace the Crisis Manager as soon as reasonably practicable with another Crisis Manager acceptable to the LenderMajority Lenders so avail themselves of such right.

Tranche B Loans. The obligation of the Lender Lenders to make Tranche B Loans available hereunder shall occur not become effective until the date on which each of the following conditions is satisfied (or waived pursuant to Section 12.02): (a) The receipt by the Administrative Agent of a Borrowing Request with respect to the requested Loans in accordance with Section 2.03; provided that the representations and warranties set forth in such Borrowing Request shall be limited to those described in Section 6.03(c) and Section 6.03(e). (b) The Avant Acquisition shall be consummated in all material respects in accordance with the terms of the Avant Acquisition Agreement substantially concurrently with the funding of the Tranche B Loans without giving effect to any amendments, consents, waivers or other modifications to the Avant Acquisition Agreement as in effect on the date Effective Date that are materially adverse to the Lenders or the Joint Lead Arrangers (it being understood that (A) any change in the "Subsequent Advance Date"purchase price not exceeding a 10% increase or decrease in the purchase price to be paid under the Avant Acquisition Agreement as in effect on November 12, 2024 will be deemed not to be materially adverse to the Lenders and the Joint Lead Arrangers, (B) any decrease in the purchase price to be paid under the Avant Acquisition Agreement will be deemed not to be materially adverse to the Lenders and the Joint Lead Arrangers so long as such decrease is allocated, at the Borrower’s discretion, to reduce either (x) the Bridge Commitments on a dollar-for-dollar basis or (y) the Bridge Commitments and the Tranche B Commitments on a pro rata dollar-for-dollar basis, (C) any increase in the purchase price set forth in the Avant Acquisition Agreement will be deemed not to be materially adverse to the Lenders and the Joint Lead Arrangers to the extent such increase is funded entirely using the proceeds of an equity issuance by the Borrower, (D) no modification to the purchase price as a result of any working capital adjustment expressly contemplated by the Avant Acquisition Agreement as in effect on November 12, 2024 shall constitute a reduction or increase in the cash consideration payable or the purchase price to be paid under the Avant Acquisition Agreement, and (E) any change in the definition of “Material Adverse Effect” (or any similar defined term) or Section 11.8 of the Avant Acquisition Agreement as in effect on November 12, 2024 will be deemed to be materially adverse to the interests of the Lenders). (c) The Specified Avant Acquisition Agreement Representations under the Avant Acquisition Agreement shall be true and correct, in each case at the time of, and after August 10giving effect to, 1998 that the Lender making of the Tranche B Loans (except to the extent any such representation expressly relates to an earlier date, in which case such representation shall be true and correct as of such earlier date) (d) The Tranche B Availability Period has not expired. (e) The Specified Representations shall be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects). (f) The Administrative Agent shall have received each a customary officer’s closing certificate certifying satisfaction of the following, conditions set forth in form and substance satisfactory to the Lender and its counsel: (i) evidence that the Effective Date shall have occurred; (ii) evidence that the Final Order shall be in full force and effect approving the Commitments (or such lesser amount as shall be acceptable to the Lender in its sole discretionSection 6.03(c) and shall not have been reversed, stayed, modified or amended; (iii) the Bankruptcy Court shall have scheduled the hearing on approval of the Disclosure Statement under section 1125 of the Bankruptcy Code to occur no later than August 15, 1998; (iv) the Borrowers shall be actively pursuing Bankruptcy Court approval of the Disclosure Statement and confirmation of the Chapter 11 Plan on or before September 22, 1998; (v) certificates from a duly authorized officer of each of the Borrowers and any of the Borrowers' Subsidiaries, as applicable, of the type referred to in clauses (a)(viii) and (a)(ix) above, dated the Subsequent Advance Date and such certificates are true and accurate in all material respects; and (vi) the Borrowers shall be continuing to facilitate and cooperate with the Due Diligence described in clause (a)(xii) above; and (vii) the Borrowers shall not have dismissed or replaced the Crisis Manager referred to in clause (a)(xi) above without obtaining Bankruptcy Court approval and, if terminated without cause, without having agreed with the Lender on a replacement Crisis Manager; provided, however, that if the Borrowers dismiss the Crisis Manager for cause, they agree to replace the Crisis Manager as soon as reasonably practicable with another Crisis Manager acceptable to the LenderSection 6.03(e).