Common use of CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS Clause in Contracts

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. Amendment No. 1 (a) Section 1 of this Amendment No. 1 shall become effective, and the obligation of any Lender to make Term-1 Loans shall become effective, as of the date when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent (the “Amendment No. 1 Effective Date”): (i) The Administrative Agent shall have received this Amendment No. 1, duly executed by the Company, the Administrative Agent and the Requisite Lenders, and the Administrative Agent shall have received (a) an Amendment No. 1 Lender Addendum from each Term-1 Lender, and (b) the Consent and Reaffirmation executed by the Subsidiary Guarantors; (ii) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment No. 1, shall be reasonably satisfactory in all respects to the Administrative Agent; (iii) After giving effect to Amendment No. 1, all conditions precedent in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall be satisfied, with the understanding that for this section 2.(a)(iii) of this Amendment No.1, each reference to Closing Date in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall refer to the Amendment No. 1 Effective Date; (iv) Since December 31, 2006, no event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred; (v) The Company shall have paid all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment No. 1 (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (vi) The Company shall have paid the Lenders’ participation fees as specified in the Engagement Letter. (vii) The Administrative Agent shall have received, at least five Business Days in advance of the Amendment No. 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, from (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel of the Company, (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, special New York counsel for Loan Parties, (C) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Florida counsel for Loan Parties and (E) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; and

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. Amendment. This Amendment No. 1 (a) Section 1 of this Amendment No. 1 shall become effective, and the obligation of any Lender to make Term-1 Loans shall become effective, effective as of the date whenhereof if on or --------- before August 5, and only when, 1999 each of the following conditions precedent shall have been satisfied (or such date when the conditions are or will be substantially concurrently therewith) satisfied or waived by being the Administrative Agent (the “"Amendment No. 1 Effective Date”"): (ia) The Administrative Agent shall have received (i) on or before 3:00 p.m. (Charlotte time) on August 5, 1999, counterparts of this Amendment No. 1, duly executed by the CompanyBorrower and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent and that such Lender Party has executed this Amendment, (ii) the Requisite Lenders, and the Administrative Agent Consent attached hereto shall have received been executed and delivered by each of the Loan Parties (aother than the Borrower) and (iii) for the benefit of each Lender Party that has executed this Amendment on or before 3:00 p.m. (Charlotte time) on August 5, 1999, a fee from the Borrower in an amount equal to 0.125% of the aggregate Commitment of such Lender Party, in each case as of the Business Day immediately preceding the Amendment No. 1 Effective Date, which amount will be distributed to the respective Lender Addendum from each Term-1 Lender, and Party no later than the Business Day immediately succeeding the Amendment Effective Date. (b) The representations and warranties set forth in each of the Consent Loan Documents shall be correct in all material respects on and Reaffirmation executed as of the Amendment Effective Date, after giving effect to this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Subsidiary Guarantors; Amendment Effective Date, in which case as of such specific date, (ii) All corporate that the Consolidated financial statements of the Borrower and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment No. 1, shall be reasonably satisfactory in all respects its Subsidiaries referred to the Administrative Agent; (iii) After giving effect to Amendment No. 1, all conditions precedent in Sections 4.1A, F, G, H 4.01(f) and J and 4.2A 4.01(g) of the Credit Agreement shall be satisfieddeemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), with respectively, on or prior to the understanding Amendment Effective Date and (iii) that for this section 2.(a)(iiithe forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of this Amendment No.1, each reference to Closing Date in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment No. 1 Effective Date;). (ivc) Since December 31, 2006, no No event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred;occurred and be continuing (after giving effect to this Amendment) that constitutes a Default. (vd) The Company shall have paid all All of the reasonable and documented out-of-pocket costs fees and expenses of the Administrative Agent in connection with and the preparation, reproduction, execution and delivery of this Amendment No. 1 Arranger (including, without limitation, including the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (viAgent) The Company due and payable on the Amendment Effective Date shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the Lenders’ participation fees as specified in the Engagement Letter. (vii) The Administrative Agent shall have received, at least five Business Days in advance accuracy of all of the factual matters described herein. This Amendment No. 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, in form and substance reasonably satisfactory is subject to the Administrative Agent, from (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel provisions of Section 8.01 of the Company, (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, special New York counsel for Loan Parties, (C) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Florida counsel for Loan Parties and (E) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; andCredit Agreement.

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. FIFTH AMENDMENT. Lender Parties' obligations under this Fifth Amendment No. 1are conditioned upon, and this Fifth Amendment shall not be effective until, satisfaction in full of each of the following: (a) Section 1 of this Amendment No. 1 shall become effective, and the obligation of any Lender to make Term-1 Loans shall become effective, as of the date when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent (the “Amendment No. 1 Effective Date”): (i) The Administrative Agent shall have received this Amendment No. 1Fifth Amendment, duly executed by the Company, the Administrative each appropriate Person and in form and substance satisfactory to Agent and the Requisite Lenders, and the Administrative Agent shall have received (a) an Amendment No. 1 Lender Addendum from each Term-1 Lender, and its counsel; (b) Borrower shall have paid to Agent all amounts then due and payable pursuant to Section 9.1 of the Consent and Reaffirmation executed by the Subsidiary GuarantorsCredit Agreement which shall have been presented for payment; (iic) All corporate of the representations and warranties of Borrower contained herein, in the Credit Agreement and in each other proceedingsLoan Document shall be true and correct in all material respects on and as of the effective date of this Fifth Amendment, as though made on and all as of that date (except to the extent that such representations and warranties expressly relate to an earlier date or reflect changes brought about by this Fifth Amendment); (d) Borrower shall have delivered to Agent certified copies of resolutions of its Board of Directors authorizing Borrower to execute and deliver this Fifth Amendment and the Warrants, in form and substance satisfactory to Agent in its sole and absolute discretion; (e) Other than the February 1999 Default, no Default or Event of Default shall have occurred and be continuing or would result from the consummation of the transactions contemplated in this Fifth Amendment; and (f) All other documents, instruments certificates, consents and other legal matters opinions required by Agent in connection with the transactions contemplated by this Fifth Amendment No. 1, shall be reasonably satisfactory in all respects to the Administrative Agent; (iii) After giving effect to Amendment No. 1, all conditions precedent in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall be satisfied, with the understanding that for this section 2.(a)(iii) of this Amendment No.1, each reference to Closing Date in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall refer to the Amendment No. 1 Effective Date; (iv) Since December 31, 2006, no event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred; (v) The Company shall have paid all reasonable been executed and documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment No. 1 (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (vi) The Company shall have paid the Lenders’ participation fees as specified in the Engagement Letter. (vii) The Administrative Agent shall have received, at least five Business Days in advance of the Amendment No. 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, delivered in form and substance reasonably satisfactory to the Administrative Agent, from (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel of the Company, (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ Agent in its sole and ▇▇▇▇ LLP, special New York counsel for Loan Parties, (C) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Florida counsel for Loan Parties and (E) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; andabsolute discretion.

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. FIRST AMENDMENT. Each Bank's obligations under this First Amendment No. 1are conditioned upon, and this First Amendment shall not be effective until, satisfaction in full of each of the following: (a) Section 1 of this Amendment No. 1 shall become effective, and the obligation of any Lender to make Term-1 Loans shall become effective, as of the date when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent (the “Amendment No. 1 Effective Date”): (i) The Administrative Agent shall have received this Amendment No. 1First Amendment, duly executed on behalf of Borrower and Majority Banks by the Company, the Administrative appropriate Person and in form and substance satisfactory to Agent and the Requisite Lenders, and the Administrative Agent shall have received (a) an Amendment No. 1 Lender Addendum from each Term-1 Lender, and its counsel; (b) Borrower shall have paid to Agent all amounts then due and payable including, without limitation, all fees and expenses incurred by Agent in connection with this First Amendment, and all other amounts then payable pursuant to Section 16 of the Consent and Reaffirmation executed by the Subsidiary GuarantorsCredit Agreement which shall have been presented for payment; (iic) All corporate of the representations and warranties of Borrower contained herein, in the Credit Agreement and in each other proceedingsLoan Document shall be true and correct in all material respects on and as of the effective date of this First Amendment, as though made on and all as of that date (except to the extent that such representations and warranties expressly relate to an earlier date or reflect changes brought about by this First Amendment); (d) Borrower shall have delivered to Agent certified copies of resolutions of its Board of Directors authorizing Borrower to execute and deliver this First Amendment and an incumbency certificate, each in form and substance satisfactory to Agent in its sole and absolute discretion; (e) No Event of Default or Unmatured Event of Default shall have occurred and be continuing or would result from the consummation of the transactions contemplated in this First Amendment; (f) All other documents, instruments certificates, consents and other legal matters opinions reasonably required by Bank Agent in connection with the transactions contemplated by this First Amendment No. 1, shall be reasonably have been executed and delivered in form and substance satisfactory in all respects to the Administrative Bank Agent;; and (iiig) After giving effect to Amendment No. 1, all conditions precedent in Sections 4.1A, F, G, H and J and 4.2A Each of the Credit Agreement Banks shall be satisfied, with the understanding that for this section 2.(a)(iii) of this Amendment No.1, each reference to Closing Date in Sections 4.1A, F, G, H and J and 4.2A have received a copy of the Credit Agreement shall refer to the Amendment No. 1 Effective Date; (iv) Since December 31, 2006, no event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred; (v) The Company shall have paid all reasonable and documented out-of-pocket costs and expenses most current draft of the Administrative Agent Indenture proposed to be executed in connection with the preparation, reproduction, execution and delivery of this Amendment NoReplacement Subordinated Debt. 1 (including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (vi) The Company shall have paid the Lenders’ participation fees as specified in the Engagement Letter. (vii) The Administrative Agent shall have received, at least five Business Days in advance of the Amendment No. 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, in form and substance reasonably satisfactory to the Administrative Agent, from (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel of the Company, (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, special New York counsel for Loan Parties, (C) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Florida counsel for Loan Parties and (E) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; and

CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS. Amendment. This Amendment No. 1 (a) Section 1 of this Amendment No. 1 shall become effective, and the obligation of any Lender to make Term-1 Loans shall become effective, effective as of the first date when(the --------- "Amendment Effective Date") on which, and only whenif, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied or waived by the Administrative Agent (the “Amendment No. 1 Effective Date”):satisfied: (ia) The Administrative Agent shall have received (i) counterparts of this Amendment No. 1, duly executed by the CompanyBorrower and the Required Lenders or, as to any of the Lender Parties, advice satisfactory to the Administrative Agent that such Lender Party has executed this Amendment and (ii) the Requisite Lenders, Consent attached hereto shall have been executed and delivered by each of the Administrative Agent Loan Parties (other than the Borrower). (b) The Lender Parties shall have received a copy, certified by a Responsible Officer of the Borrower, of (ai) an Amendment No. 1 Lender Addendum from each Term-1 Lenderthe letter of intent or similar agreement entered into by the Borrower and the State of California regarding the California Transition Plan, together with the most recent indicative summary of terms and conditions of the California Transition Plan, and (bii) the Consent consolidated replacement promissory note to be entered into with AHP Holdings, Inc. and/or and Reaffirmation executed Aetna U.S. Healthcare Inc., in form and substance satisfactory to the Required Lenders, which upon the execution and delivery thereof will replace in full the items of Surviving Indebtedness set forth as items 2 and 3 on Schedule 4.01(y) to the Credit Agreement. (c) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except (i) for any such representation and warranty that, by its terms, refers to a specific date other than the Subsidiary Guarantors; Amendment Effective Date, in which case as of such specific date, (ii) All corporate that the Consolidated financial statements of the Borrower and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment No. 1, shall be reasonably satisfactory in all respects its Subsidiaries referred to the Administrative Agent; (iii) After giving effect to Amendment No. 1, all conditions precedent in Sections 4.1A, F, G, H 4.01(f) and J and 4.2A 4.01(g) of the Credit Agreement shall be satisfieddeemed to refer to the Consolidated financial statements of the Borrower and its Subsidiaries comprising part of the Required Financial Information most recently delivered to the Administrative Agent and the Lender Parties pursuant to Sections 5.03(b) and 5.03(c), with respectively, on or prior to the understanding Amendment Effective Date and (iii) that for this section 2.(a)(iiithe forecasted Consolidated financial statements of the Borrower and its Subsidiaries referred to in Section 4.01(h) of this Amendment No.1, each reference to Closing Date in Sections 4.1A, F, G, H and J and 4.2A of the Credit Agreement shall be deemed to refer to the forecasted Consolidated financial statements of the Borrower and its Subsidiaries most recently delivered to the Administrative Agent and the Lender Parties prior to the Amendment No. 1 Effective Date;). (ivd) Since December 31, 2006, no No event or events, adverse condition or change in or affecting the Company that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect shall have occurred;occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default. (ve) The Company Borrower shall have paid all reasonable to the Administrative Agent, for the account of each of the Lenders that has executed and documented out-of-pocket costs delivered a counterpart of this Amendment to the Administrative Agent on or prior to the Amendment Effective Date (or advised the Administrative Agent in a manner satisfactory to it that such Lender has executed this Amendment on or prior to the Amendment Effective Date), an amendment fee of 0.25% on the aggregate Commitments of such Lender. (f) All of the accrued fees and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment No. 1 (including, without limitationAgent, the reasonable Arranger and the Lender Parties (including the accrued fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto); (viAgent) The Company shall have been paid in full. The effectiveness of this Amendment is further conditioned upon the Lenders’ participation fees as specified in the Engagement Letter. (vii) The Administrative Agent shall have received, at least five Business Days in advance accuracy of all of the factual matters described herein. This Amendment No. 1 Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, the USA Patriot Act; (viii) The Administrative Agent shall have received legal opinions, in form and substance reasonably satisfactory is subject to the Administrative Agent, from (A) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general counsel provisions of Section 8.01 of the Company, (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ and ▇▇▇▇ LLP, special New York counsel for Loan Parties, (C) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special New Jersey and Pennsylvania counsel for Loan Parties, (D) ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Florida counsel for Loan Parties and (E) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special Indiana counsel for Loan Parties, each in form and substance reasonably satisfactory to the Agents and their counsel, dated as of the Amendment No. 1 Effective Date and setting forth substantially the matters in the opinions designated in Exhibits I-A, I-B, I-C, I-D, and I-E annexed hereto and as to such other matters as Agents acting on behalf of Lenders may reasonably request; andCredit Agreement.