Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied: (a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes; (b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto; (c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary; (d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof; (e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and (f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Sources: Note Purchase Agreement (RPT Realty)
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfiedbecome effective as of the date first written above:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50% of the outstanding principal of the NotesRequired Holders, shall have been delivered to each Noteholder or its special counsel; provided that the holders amendment to Section 8.3(h) contained in Section 1.1 of Notesthis Second Amendment shall not be effective unless executed counterparts of this Second Amendment shall have been duly executed by each of the Noteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(ec) the Company shall have delivered to each Noteholder or its special counsel evidence that the parties to the Bank Credit Agreement shall have duly executed and delivered an amendment which amendment shall be consistent with the amendments set forth in Sections 1.3 and 1.4 of this Second Amendment and otherwise be in form and substance reasonably satisfactory to the Required Holders and which shall not contain any provisions or amendments which relate to any other material affirmative or negative covenants or any events of default or remedies thereunder and the effect of which is to subject the Company or any of its Subsidiaries to any more onerous or more restrictive provisions;
(d) each holder of a Note Noteholder shall have received an amendment fee received, by payment in an immediately available funds to the account of such holder set forth in Schedule A to the Note Purchase Agreement or to such other account as such Noteholder shall have heretofore provided to the Company, the amount equivalent to 0.10% of the outstanding principal amount of its Noteset forth opposite such holder’s name in Schedule 1 attached hereto; and
(fe) to the extent invoiced at least one (1) Business Day prior to the date hereof, Company shall have paid the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇ LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of Amendment to the foregoing, this Second Amendment shall become effectiveextent invoiced by noon (New York time) on the date hereof.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of on the date (the "Second Amendment Effective Date") when the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50% of the outstanding principal all of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its the Company's Secretary or an Assistant Secretary;
(dc) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(ed) each holder of a Note the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in Sections 2.1(a), 2.1(b), 2.1(c), 2.1(d) and 2.1(e) hereof, which opinion shall be in form and substance satisfactory to the Noteholders and as to such other matters as may be requested by the Noteholders;
(e) the Noteholders shall have received each of the following documents (i) a Warrant Certificate, substantially in the form of Exhibit A to the Warrant Agreement (each, a "Warrant Certificate"), for each Noteholder representing the right to purchase 100,000 shares of common stock, no par value per share, of the Company ("Common Stock"), (ii) a Warrant Agreement, substantially in the form of Exhibit B attached hereto (the "Warrant Agreement"), duly executed by the Company and (iii) a Registration Rights Agreement, substantially in the form of Exhibit C attached hereto (the "Registration Rights Agreement"), duly executed by the Company and the other parties thereto;
(f) the Noteholders shall have received a Subsidiary Guaranty, substantially in the form of Exhibit D hereto, executed and delivered by each Subsidiary of the Company that is organized under the laws of the United States (or any State thereof or the District of Columbia) which is not a party to a Subsidiary Guaranty prior to the Second Amendment Effective Date;
(g) the Noteholders shall have received a Guarantor Consent and Acknowledgment, as set forth at the foot hereof, executed and delivered by all parties to the Guaranties of Payment of Debt, each dated as of August 15, 1997, in respect of the Notes; and
(h) each Noteholder shall have received the payment in cash of an amendment fee in an the amount equivalent to 0.10of 0.60% of the outstanding principal amount of its such Noteholder's Note; and.
(f) to Section 3.2. This Second Amendment shall become retroactively ineffective as of the extent invoiced at least one (1) Business Day prior to date hereof if, within 14 days of the date hereof, the fees Noteholders shall not have received a Guaranty, in form and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel substance acceptable to the Noteholders, shall have been paid executed and delivered by each of CTC, Amcast Casting Technologies, Inc. and Izumi, Inc., together with such corporate governance documents and opinions of counsel as the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effectiveNoteholders may request.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the CompanyIssuer, the Trust Parent and the holders of at least more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Noteholders shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 2118, 2017 2014 among the CompanyIssuer, the Trust Parent and each of the “Purchasers” listed purchasers thereto has been amended substantially in Schedule A thereto and the form annexed hereto as Exhibit A;
(vc) the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 271, 2019 2015 among the CompanyIssuer, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company Parent and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretarypurchasers thereto has been executed and delivered in substantially in the form annexed hereto as Exhibit B;
(d) the recitals set forth above and the representations and warranties of the Company Issuer and the Trust Parent set forth in Section 2 hereof are true and correct on and with respect to the date hereof;; and
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the CompanyIssuer, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.14.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 5051% of the outstanding principal of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Noteholders shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of June 27April 5, 2013 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A attached thereto, thereto and (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iiiC) the Note Purchase Agreement dated as of September 30November 6, 2015 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A thereto, thereto and (ivii) the Note Purchase Agreement dated as of December 21May 3, 2017 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A thereto have in each case been executed and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust delivered with substantially similar terms to those included herein and each of the “Purchasers” listed are in Schedule A theretofull force and effect;
(c) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;; Sensient Technologies Corporation Second Amendment
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 3 hereof are true and correct on and with respect to the date hereof;; and
(e) each holder of a Note the Noteholders shall have received an amendment fee in an amount equivalent to 0.10% the favorable opinion of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Sources: Note Purchase Agreement (Sensient Technologies Corp)
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iiiii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of August 19, 2016 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Sources: Note Purchase Agreement (RPT Realty)
Conditions to Effectiveness of this Second Amendment. Section 3.15.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Company shall have received evidence satisfactory delivered to them that each of Noteholder the following PIK Notes to be issued to such Noteholder pursuant to the Agreement;
(c) the Company shall have been amended in form and substance consistent with this Second Amendment: delivered to the Noteholders executed copies of (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust Pledge and each of the “Purchasers” listed in Schedule A attached theretoSecurity Agreement, (ii) Amendment No. 2 to the Bank Credit Agreement, (iii) the First Amendment to Note Purchase and Private Shelf Agreement dated as of May 28, 2014 the date hereof among the Company, Company and the Trust and each holders of the “Purchasers” listed in Schedule A thereto, 2005 Notes (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto2005 Note Agreement Amendment”), (iv) the Note Purchase Amended and Restated Intercreditor Agreement dated as of December 21, 2017 the date hereof by and among the Company, the Trust and each holders of the “Purchasers” listed in Schedule A thereto Secured Obligations and acknowledged by the Company and (v) a joinder to the Note Purchase Subsidiary Guaranty Agreement dated as from Kedzie Aircraft LLC, and all related agreements, documents and instruments, in each case, in connection therewith, all of December 27, 2019 among which shall be in form and substance satisfactory to the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant SecretaryNoteholders;
(d) the recitals Company shall have prepaid the principal of the Notes required to be prepaid pursuant to Section 8.8 of the Note Agreement, as amended hereby, as a result of repayments of Debt required to satisfy the condition precedent to the effectiveness of Amendment No. 2 to the Bank Credit Agreement set forth above and in Section 3(a)(i) thereof;
(e) for the account of each Noteholder, the Company shall have paid an amendment fee in an amount equal to 0.50% of the principal amount of the Notes outstanding as of the Amendment No. 2 Effective Date held by such Noteholders;
(f) the representations and warranties of the Company and the Trust set forth in Section 2 3 hereof are true and correct on and with respect to the date hereof;
(eg) each holder of a Note the Noteholders shall have received an amendment fee the favorable opinion of counsel to the Company as to the matters set forth in an amount equivalent Sections 4.1(a), 4.1(b) and 4.1(c) hereof, which opinion shall be in form and substance satisfactory to 0.10% of the outstanding principal amount of its NoteNoteholders; and
(fh) the Company agrees to the extent invoiced at least one (1) Business Day prior to the date hereofpay upon demand, the reasonable fees and expenses of ▇▇▇▇▇▇▇ and , Hall & ▇▇▇▇▇▇▇, LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second AmendmentAmendment . Upon receipt of all of the foregoing, this Second Amendment shall become effectiveeffective (the “Amendment No. 2 Effective Date”).
Appears in 1 contract
Sources: Note Purchase Agreement (Schawk Inc)
Conditions to Effectiveness of this Second Amendment. Section 3.14.1. This Second Amendment shall not become effective until, and shall become effective when, Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfied:become effective as of August 13, 2003 (the “Effective Date”):
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50% of the outstanding principal of the NotesNoteholders, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of Amended and Restated Notes, duly executed by the following Company, shall have been amended in form and substance consistent with this Second Amendment: (i) delivered to the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A theretoappropriate Noteholders;
(c) the holders of Notes each Subsidiary Guarantor shall have received a copy duly executed the reaffirmation of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant SecretaryGuaranty attached hereto;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 3.1 hereof are true and correct on and with respect to the date hereof;
(e) the Company shall have delivered to each Noteholder an Officer’s Certificate, dated the Effective Date, certifying that the conditions specified in Section 4.1(d) hereof have been fulfilled;
(f) the Company shall have delivered to each Noteholder a certificate certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of this Second Amendment, the Amended and Restated Notes, the Intercreditor Agreement, and the Security Documents;
(g) each holder of a Note shall have received an amendment fee evidence satisfactory to it that the Credit Agreement dated as of October 29, 2002 among the Company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, has been amended in an substantially the same manner as the Note Purchase Agreement has been amended by this Second Amendment and otherwise in form and substance reasonably satisfactory to the holders of Notes;
(h) each Noteholder shall have received, by payment in immediately available funds to the account of such Noteholder set forth in Schedule A to the Note Purchase Agreement the amount equivalent to 0.10% of the outstanding principal amount of its Noteset forth opposite such Noteholder’s name in Schedule 1 attached hereto; and
(fi) to the extent invoiced at least one (1) Business Day prior to the date hereof, Company shall have paid the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇& ▇▇▇▇▇, LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:satisfied (the “Effective Date”):
(a) executed counterparts of this Second Amendment, duly executed by the CompanyIssuer, the Trust Parent and the holders of at least more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Noteholders shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28April 16, 2014 among the CompanyIssuer, the Trust Parent and each of the “Purchasers” listed purchasers thereto has been amended substantially in Schedule A theretothe same form as set forth by the amendments included herein; STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P. SECOND AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT
(iiic) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 211, 2017 2015 among the CompanyIssuer, the Trust Parent and each of the “Purchasers” listed purchasers thereto has been executed and delivered in Schedule A thereto and substantially in the same form as set forth by the amendments included herein;
(vd) the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 27, 2019 date hereof among the CompanyIssuer, the Trust Parent and each of the “Purchasers” listed purchasers thereto has been executed and delivered in Schedule A theretosubstantially in the same form as set forth by the amendments included herein;
(ce) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company Issuer and the Trust Parent set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the CompanyIssuer, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30August 19, 2015 2016 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Sources: Note Purchase Agreement (RPT Realty)
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, on the date (the “Second Amendment Effective Date”) when each and every one of the following conditions shall have been satisfied:satisfied (which, in the case of the conditions set forth in clauses (c) and (d) below, may be satisfied substantially concurrently with the occurrence of the Second Amendment Effective Date):
(a) executed counterparts no Event of this Default exists as of the Second Amendment Effective Date, both before and immediately after giving effect to the Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;
(b) the holders of Notes shall have received evidence satisfactory to them that each all of the following shall have been amended representations and warranties of the Borrower and each other Loan Party contained in form the Credit Agreement and substance consistent with the other Loan Documents (including this Second Amendment: (i) are true and correct in all material respects on the Note Purchase Agreement dated Second Amendment Effective Date, both before and after giving effect to this Second Amendment, with the same effect as though such representations and warranties had been made on and as of June 27the Second Amendment Effective Date (it being understood and agreed that (x) any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, 2013 among (y) any representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date) and (z) for purposes of Sections 4.02(a) and 5.05(b) of the CompanyCredit Agreement, the Trust effects, events, occurrences, facts, conditions or changes arising out of, resulting from or in connection with the COVID-19 pandemic that have occurred, and each been disclosed to the Administrative Agent and the Lenders, prior to the Second Amendment Effective Date (including the closing of the Hotel Real Properties) shall be disregarded in the determination of a “PurchasersMaterial Adverse Effect” listed in Schedule A attached thereto, under clause (iia) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A theretodefinition thereof;
(c) the holders Borrower, Holdings, the other Guarantors, the Administrative Agent and each Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of Notes facsimile or other electronic transmission) the same to the Administrative Agent; and
(d) the Administrative Agent shall have received a copy of an amendment to Existing Senior Secured Credit Facility in form and substance reasonable satisfactory to the resolutions Lenders, duly executed and delivered by the Loan Parties party thereto and the other parties thereto; and
(e) The Borrower shall have paid (or made acceptable arrangements with the Administrative Agent to pay) all fees and expenses due and payable hereunder and the reasonable fees and expenses of the Board of Trustees of the Trust authorizing the execution, delivery Lenders’ and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and Administrative Agent’s attorneys with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, negotiation and execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, 3.1 Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfiedbecome effective as of the date first written above:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 5051% of the outstanding principal of the Notes, shall have been delivered to the holders of Noteseach Noteholder or its special counsel;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a copy of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(ec) the Intercreditor Agreement, in form and substance satisfactory to each Noteholder, shall have been duly executed by each of the parties thereto and shall be in full force and effect and a copy thereof shall have been delivered to each Noteholder or its special counsel;
(d) each holder Noteholder or its special counsel (or, in the case of a Note clause (2) below, the Collateral Agent) shall have received an amendment fee in an amount equivalent to 0.10% executed counterpart of the outstanding principal amount Security Agreement and the Pledge Agreement, each in form and substance satisfactory to the Required Holders, together with:
(1) Uniform Commercial Code financing statements suitable in form and substance for filing in all places required by applicable law to perfect the Liens of its Notethe Collateral Agent under the Security Documents as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Collateral Agent under such Security Documents as a first priority Lien in and to such other Collateral as the Required Holders may reasonably require, including without limitation the delivery by the Company or any Subsidiary of all certificates evidencing pledged interests, accompanied in each case by duly executed stock powers (or other appropriate transfer documents) in blank affixed thereto;
(2) the originals of all promissory notes issued in connection with Debt permitted by Section 7.03(e) of the Bank Credit Agreement, together with duly executed undated endorsements in blank affixed thereto;
(3) except with the express prior written consent of the Required Holders in each instance, with respect to the Investment Property (as defined in the Security Agreement) listed on Schedule 9(e) of the Security Agreement, copies of each existing Qualifying Control Agreement (as defined in the Security Agreement) from the applicable securities intermediary;
(4) except with the express prior written consent of the Required Holders in each instance, with respect to the Deposit Accounts (as defined in the Security Agreement) listed on Schedule 9(f) of the Security Agreement, copies of each existing Qualifying Control Agreement (as defined in the Security Agreement) from the applicable depositary institutions; and
(f5) evidence that all insurance required to be maintained pursuant to the Note Purchase Agreement, the Security Documents or any other Transaction Document has been obtained and is in effect, together with the certificates of insurance and endorsements, naming the Collateral Agent on behalf of the Secured Creditors as an additional insured or lender's loss payee, as the case may be, under all insurance policies maintained with respect to the assets and properties of the Company and the Guarantors that constitute Collateral.
(e) each Noteholder or its special counsel shall have received an executed counterpart of a Mortgage, or an amendment to Mortgage, in each case, in form and substance satisfactory to the Required Holders, with respect to each Mortgaged Property listed on Schedule 6 in recordable form, and, to the extent not previously delivered to the Collateral Agent, together with:
(1) to the extent invoiced at least one necessary under applicable law, for filing in the appropriate county land office(s), Uniform Commercial Code financing statements covering fixtures, if required, in each case appropriately completed;
(2) mortgage policies of title insurance (which, if satisfactory to the Required Holders, may be in the form of a ▇▇▇▇-up of pro forma mortgage policies which are satisfactory to the Required Holders subsequently to be followed by mortgage policies) relating to each Mortgage of the Mortgaged Property referred to above, issued by a title insurer reasonably satisfactory to the Required Holders (the “Title Company”), in an insured amount satisfactory to the Required Holders and insuring the Collateral Agent and the Secured Creditors that the Mortgage on each such Mortgaged Property is a valid and enforceable first priority mortgage lien on such Mortgaged Property, free and clear of all defects and encumbrances except Liens permitted by Section 10.5, with each such mortgage policy (i) to be in form and substance satisfactory to the Required Holders, (ii) to include a reference to the relevant survey with no survey exceptions except those theretofore approved by the Required Holders (such approval not to be unreasonably withheld or delayed), (iii) not to include any exception(s) for mechanic's liens, and (iv) to provide for affirmative insurance and endorsements (to the extent applicable and available in the relevant jurisdiction) as the Required Holders may reasonably request;
(3) if requested by the Required Holders, (i) surveys for each Mortgaged Property sufficient for the Title Company to remove the standard survey exceptions from the title insurance policies and issue the endorsements required in clause (2)(iv) above, or (ii) affidavits delivered to the title insurer sufficient for the Title Company to remove the standard survey exceptions from the title policies and issue the endorsements referenced in clause (2)(iv) above;
(4) evidence (which may be satisfied by appropriate instructions in a funds flow memorandum) of payment to the title insurer of all expenses and premiums of the title insurer in connection with the issuance of such policies and endorsements and payment to the Title Company of an amount equal to any fees or taxes, including recording, mortgage, intangible and stamp taxes payable in connection with recording the Mortgages and Uniform Commercial Code financing statements covering fixtures, if applicable, in the appropriate county or state land office(s);
(5) in connection with any Mortgage, customary opinions of counsel in the jurisdiction where each Mortgaged Property is located; and
(6) evidence of flood insurance coverage satisfactory to the Required Holders for each Mortgaged Property located in a specified flood hazard zone pursuant to a Standard Flood Hazard Determination.
(f) the Bank Credit Agreement, providing for a $215,000,000 revolving credit facility to the Company and having other terms and conditions satisfactory to the Required Holders, shall have been duly executed and delivered by each of the parties thereto and shall be in full force and effect and a copy thereof shall have been delivered to each Noteholder or its special counsel;
(g) an amendment to the Note Purchase Agreement, dated as of December 12, 2007, by and among the Company and the Purchasers named on the Schedule A attached thereto, consistent with the amendments set forth in this Amendment, and such amendment shall have been duly executed by each of the parties thereto and shall be in full force and effect and a copy thereof shall have been delivered to each Noteholder or its special counsel;
(h) such certificates of resolutions or other action, incumbency certificates and/or other certificates (including specimen signatures) of Responsible Officers of the Company and each Guarantor as the Required Holders or their special counsel may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Second Amendment, the Security Documents to which such Person is a party and the Intercreditor Agreement;
(i) such documents and certifications as the Required Holders may reasonably require to evidence that the Company and each Guarantor is duly organized or formed, and that the Company and each Guarantor is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(j) each Noteholder shall have received a customary opinion, addressed to the such Noteholder, of ▇▇▇▇▇ Day, counsel for the Company and the Guarantors, and the general counsel or assistant general counsel for the Company and the Guarantors, in each case in form and substance satisfactory to the Required Holders concerning the Company, the Guarantors, this Second Amendment, the Security Documents (which may include some or all of the Mortgages), the Intercreditor Agreement and as to such matters as the Required Holders may reasonably request;
(k) a certificate of a Responsible Officer of the Company and each Guarantor either (1) Business Day prior attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Person and the validity against such Person of the Transaction Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required;
(l) each Noteholder shall have received, by payment in immediately available funds to the date hereof, account of such holder set forth in Schedule A to the Note Purchase Agreement the amount set forth opposite such holder's name in Schedule 1 attached hereto; and
(m) the Company shall have paid the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇ LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of , the foregoing, this Second Amendment shall become effectiveSecurity Documents and the Intercreditor Agreement.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.14.1. This Second Amendment shall not become effective until, and shall become effective when, Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfied:become effective as of August 13, 2003 (the "Effective Date"):
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50% of the outstanding principal of the NotesNoteholders, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of Amended and Restated Notes, duly executed by the following Company, shall have been amended in form and substance consistent with this Second Amendment: (i) delivered to the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A theretoappropriate Noteholders;
(c) the holders of Notes each Subsidiary Guarantor shall have received a copy duly executed the reaffirmation of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant SecretaryGuaranty attached hereto;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 3.1 hereof are true and correct on and with respect to the date hereof;
(e) the Company shall have delivered to each Noteholder an Officer's Certificate, dated the Effective Date, certifying that the conditions specified in Section 4.1(d) hereof have been fulfilled;
(f) the Company shall have delivered to each Noteholder a certificate certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of this Second Amendment, the Amended and Restated Notes, the Intercreditor Agreement, and the Security Documents;
(g) each holder of a Note shall have received an amendment fee evidence satisfactory to it that the Credit Agreement dated as of October 29, 2002 among the Company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, has been amended in an substantially the same manner as the Note Purchase Agreement has been amended by this Second Amendment and otherwise in form and substance reasonably satisfactory to the holders of Notes;
(h) each Noteholder shall have received, by payment in immediately available funds to the account of such Noteholder set forth in Schedule A to the Note Purchase Agreement the amount equivalent to 0.10% of the outstanding principal amount of its Noteset forth opposite such Noteholder's name in Schedule 1 attached hereto; and
(fi) to the extent invoiced at least one (1) Business Day prior to the date hereof, Company shall have paid the fees and expenses of ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇& ▇▇▇▇▇, LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 5051% of the outstanding principal of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Noteholders shall have received evidence satisfactory to them that each of the following shall have 2014 Credit Agreement has been amended entered into in form and substance consistent satisfactory to the Noteholders and in substantial conformity with this Second Amendment: (i) the Note Purchase Agreement dated proposed amendment of such definitions as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed contained in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;Section 1 hereof; ▇.▇. ▇▇▇▇▇▇ COMPANY SECOND AMENDMENT
(c) the holders Noteholders shall have received evidence satisfactory to them that an amendment to the 2012 Note Purchase Agreement, including, without limitation, with respect to the definition of Notes “Consolidated EBITDA” and the required Leverage Ratio, has been entered into in form and substance satisfactory to the Noteholders and in substantial conformity with the proposed amendments contained in Section 1 hereof; and
(d) the Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(de) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(ef) each holder of a Note the Company shall have received an amendment fee in an amount equivalent to 0.10% of paid the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇ LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment;
(g) each holder of a Note shall have received an amendment fee in an amount equal to 0.175% of the outstanding principal amount of its Notes; and
(h) the Noteholders shall have received the favorable opinion of internal counsel to the Company, or to the extent determined by the Company, its outside counsel, as to the matters set forth in Sections 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least more than 50% of the outstanding principal of the NotesNotes outstanding as of the date of this Second Amendment (exclusive of Notes owned by the Company or any of its Affiliates), shall have been delivered to the holders of NotesNoteholders;
(b) the holders Noteholders shall have received evidence reasonably satisfactory to them that the Note Purchase Agreement dated July 31, 2006 between the Company and each of Notes the purchasers listed in Schedule A thereto has been amended substantially as proposed in the form annexed hereto as Exhibit D;
(c) the Noteholders shall have received evidence satisfactory to them that each of the following shall have Bank Credit Agreement has been amended substantially as proposed in the form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated annexed hereto as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A theretoExhibit E;
(cd) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(de) the recitals set forth above and Noteholders shall have received the representations and warranties favorable opinion of counsel to the Company and as to the Trust matters set forth in Section 2 hereof are true 2.1(a), 2.1(b), 2.1(c) and correct on and with respect to the date 2.1(d) hereof;
(e) each holder of a Note , which opinion shall have received an amendment fee cover matters as set forth in an amount equivalent to 0.10% of the outstanding principal amount of its NoteExhibit F; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:satisfied (the "Second Amendment Effective Date"):
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least more than 50% of the outstanding principal of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors or its equivalent of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(dc) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section ss. 2 hereof are true and correct on and with respect to the date hereof;
(ed) each holder of a Note the Noteholders shall have received an amendment fee the favorable opinion of Calfee, Halter & Griswold LLP, counsel for the Company, dated t▇▇ Secon▇ ▇▇▇▇▇ment Effective Date, which opinion shall be in an amount equivalent form and substance satisfactory to 0.10% of the outstanding principal amount of its Note; andNoteholders and Chapman and Cutler LLP, their special counsel;
(f▇) All ▇▇▇▇eedings taken in connection with the transactions contemplated by this Second Amendment, and all documents necessary to the extent invoiced at least one (1) Business Day prior consummation thereof, shall be reasonably satisfactory in form and substance to the date hereofNoteholders and Chapman and Cutler LLP, their special counsel, and the fees and expenses of No▇▇▇▇▇▇▇ and ▇rs s▇▇▇▇ ▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, ave received a copy (executed or certified as may be appropriate) of all legal documents or proceedings taken in connection with the negotiation, preparation, approval, execution and delivery consummation of said transactions;
(f) As of the effective date of this Second Amendment (after giving effect to the amendments contemplated hereby), no Default or Event of Default shall have occurred and be continuing; and
(g) the Company shall have paid a fee to each holder of Notes, whether or not they sign this Second Amendment. Upon receipt of all , in an amount equal to 5 basis points multiplied by the outstanding principal amount of the foregoing, this Notes held by such holder of Notes. This Second Amendment shall become effectiveeffective on the Second Amendment Effective Date.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, Upon satisfaction of each and every one of the following conditions conditions, this Second Amendment shall have been satisfied:become effective as of November 30, 2007 (the “Effective Date”):
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least more than 50% of the outstanding principal of the Original Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes shall have received evidence satisfactory to them that each of Amended and Restated Notes, duly executed by the following Company, shall have been amended in form and substance consistent with this Second Amendment: (i) delivered to the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A theretoappropriate Noteholders;
(c) the holders of Notes each Guarantor shall have received a copy duly executed the Reaffirmation of the resolutions of the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant SecretaryGuaranty Agreement attached hereto;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) the Company shall have delivered to each holder Noteholder evidence that the Bank Credit Agreement has been amended in substantially the same manner as the Original Note Purchase Agreement has been amended by this Second Amendment;
(f) the Company shall have delivered to each Noteholder an Officer’s Certificate, dated the Effective Date, certifying that the conditions specified in Section 3.1(d) hereof have been fulfilled;
(g) the Company shall have delivered to each Noteholder a certificate certifying as to the resolutions attached thereto and other proceedings relating to the authorization, execution and delivery of a Note this Second Amendment and the Amended and Restated Notes;
(h) each Noteholder shall have received an amendment fee opinion from Hunton & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, dated the Effective Date, in an scope, form and substance satisfactory to the Required Holders;
(i) each Noteholder shall have received, by payment in immediately available funds to the account of such Noteholder set forth in Schedule A to the Note Purchase Agreement or at such other account as such Noteholder shall have specified to the Company in writing for such purpose the amount equivalent to 0.10% of the outstanding principal amount of its Noteset forth opposite such Noteholder’s name in Schedule 1 attached hereto; and
(fj) to the extent invoiced at least one (1) Business Day prior to Company shall have paid the date hereof, the reasonable fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, ▇ LLP, special counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 50100% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;Noteholders; Otter Tail Corporation Second Amendment to Note Purchase Agreement
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(dc) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section § 2 hereof are true and correct on and with respect to the date hereof;
(ed) each holder of a Note the Noteholders shall have received the favorable opinion of counsel to the Company as to the matters set forth in §§ 2.1(a), 2.1(b) and 2.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders;
(e) Varistar Corporation shall have affirmed its obligations under the Guaranty Agreement pursuant to an amendment fee Affirmation in an amount equivalent to 0.10% the form of the outstanding principal amount of its Note; andExhibit A hereto;
(f) the Banks which are parties to the extent invoiced at least one (1) Business Day prior Bank Credit Agreement which contains ratings triggers, shall have entered into an amendment to the date hereof, Bank Credit Agreement to remove such triggers;
(g) the Company shall have paid the reasonable fees and expenses of ▇C▇▇▇▇▇▇ and ▇C▇▇▇▇▇, LLP, counsel to the Noteholders, pursuant to § 4.1; and
(h) the Company shall have been paid by to the Companyholders of the Notes, in connection with on a pro rata basis, a non-refundable fee of one-tenth of one percent (1/10 of 1%) of the negotiation, preparation, approval, execution and delivery outstanding principal amount of this Second Amendmentthe Notes. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
Appears in 1 contract
Conditions to Effectiveness of this Second Amendment. Section 3.1. (a) This Second Amendment shall not become effective until, and shall become effective when, each and every one of on the following conditions shall have been satisfieddate (the “Second Amendment Effective Date”) on which:
(ai) The Administrative Agent shall have received duly executed and delivered counterparts of this Second AmendmentAmendment that, duly executed by when taken together, bear the Companysignatures of the Borrowers, the Trust other Loan Parties, the Additional Term Lenders, the Administrative Agent (on its behalf, as well as on behalf of the Required Lenders and the holders of at least 50% Exchanging Term Lenders) and all Guarantors;
(ii) (A) Each of the outstanding principal representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the NotesSecond Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties specifically refer to a given date or period, in which case such representations and warranties shall have been delivered true and correct in all material respects on and as of such date or period; provided that, any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language are true and correct (after giving effect to any qualification therein) in all respects as of such respective dates and (B) no Default or Event of Default has occurred and is continuing both before and immediately after giving effect to the holders of Notestransactions contemplated hereby;
(b) the holders of Notes shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27, 2013 among the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes The Administrative Agent shall have received a copy customary written opinion of (a) Ropes & Gray LLP, special counsel for the Loan Parties, dated as of the resolutions of Second Amendment Effective Date and addressed to the Board of Trustees of the Trust authorizing the execution, delivery and performance by the Company Administrative Agent and the Trust of this Second AmendmentLenders and (b) ▇▇▇▇▇, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereof;
(e) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof▇▇▇▇▇▇▇, the fees and expenses of ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLPP.C., special counsel for any Guarantors organized under the laws of Pennsylvania, dated as of the Second Amendment Effective Date and addressed to the NoteholdersAdministrative Agent and the Lenders;
(iv) The Administrative Agent shall have received:
(1) a certificate of the secretary or assistant secretary (or equivalent officer) on behalf of each Loan Party dated the Second Amendment Effective Date, certifying (A) that either (x) attached thereto is a true and complete copy of each Organizational Document of such Loan Party and, with respect to the articles or certificate of incorporation or organization (or similar document) certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (y) the Organizational Documents of such Loan Party last delivered to the Administrative Agent have not been amended and are in full force and effect, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Second Amendment and any other Loan Documents executed in connection with this Second Amendment to which such person is a party and, in the case of the Borrowers, the Borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (C) as to the incumbency and specimen signature of each officer or authorized person executing this Second Amendment and any other Loan Document executed in connection with this Second Amendment or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (1));
(2) to the extent applicable, a certificate as to the good standing of each Loan Party as of a recent date, from such Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization;
(3) a certificate dated the Second Amendment Effective Date and signed by a Responsible Officer of the Parent Borrower, confirming compliance with the condition precedent set forth in Section 4(a)(ii);
(4) a certificate dated as of the Second Amendment Effective Date in substantially the form of Exhibit K to the Existing Credit Agreement from the Chief Financial Officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein; and
(5) a Borrowing Request completed and signed by a Responsible Officer of the Borrower;
(v) The aggregate proceeds of all Additional Term Loans, if any, shall have been paid by the Companyapplied, in connection concurrently with the negotiationexchange of the Exchanged Term Loans with the Second Amendment Term Loans, preparationto refinance in full all Existing Term Loans, approvalother than Cashless Settlement Term Loans, execution on the terms and delivery subject to the conditions set forth herein;
(vi) The Borrowers shall have, concurrently with the exchange of Exchanged Term Loans for the Second Amendment Term Loans and the making of the Additional Term Loans, if any, (A) paid all accrued and unpaid interest and other amounts on the aggregate principal amount of the Existing Term Loans and (B) paid to all Term Lenders holding Existing Term Loans immediately prior to the Second Amendment Effective Date that are not party to this Second Amendment, if any, all indemnities, cost reimbursements and other Obligations (as defined below), if any, then due and owing to such Term Lenders under the Loan Documents (prior to the effectiveness of this Second Amendment. Upon receipt ) and of which the Parent Borrower has been notified; and
(vii) The Amendment Arrangers shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced, reimbursement or other payment of all of out-of-pocket expenses required to be reimbursed or paid by the foregoing, this Second Amendment shall become effectiveBorrowers hereunder or under any other Loan Document or other agreement with the Borrowers relating to the transactions contemplated hereby.
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Conditions to Effectiveness of this Second Amendment. Section 3.1. (a) This Second Amendment shall not become effective until, and shall become effective when, each and every one of on the following conditions shall have been satisfieddate (the “Second Amendment Effective Date”) on which:
(ai) The Administrative Agent shall have received duly executed and delivered counterparts of this Second AmendmentAmendment that, when taken together, bear the signatures of the Borrower, the Required Lenders, all Term Lenders (after giving effect to the replacement of any Non-Consenting Lenders by the Replacement Lender) and all Subsidiary Guarantors;
(ii) Each of (A) the representations and warranties set forth in Section 3 shall be true and correct in all material respects on and as of the Second Amendment Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality (or Material Adverse Effect) in the text thereof, and (B) the conditions in Sections 4.01(b), 4.01(c) and 4.01(d) of the Amended Credit Agreement shall have been satisfied or waived in accordance with the terms of the Amended Credit Agreement;
(iii) The Administrative Agent shall have received a certificate, dated as of the Second Amendment Effective Date, duly executed by the Company, the Trust and the holders of at least 50% a Financial Officer of the outstanding principal Borrower, confirming compliance with the conditions precedent set forth in Section 4(a)(ii)(A) above and Section 4.01(c) of the Notes, shall have been delivered to the holders of NotesAmended Credit Agreement;
(biv) the holders of Notes The Administrative Agent shall have received evidence satisfactory (1) a certificate as to them that the good standing of each Loan Party as of a recent date, from the Secretary of State of the following shall have been amended in form and substance consistent with this Second Amendment: state of its organization; (i2) a certificate of the Note Purchase Agreement Secretary or Assistant Secretary of each Loan Party dated as of June 27the Second Amendment Effective Date and certifying (A) that the by-laws or other similar governing documents, 2013 among as applicable, of such Loan Party have not been amended or changed since the Company, the Trust and each of the “Purchasers” listed in Schedule A Closing Date other than those changes attached theretoto such certificate, (iiB) the Note Purchase that attached thereto is a true and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes shall have received a complete copy of the resolutions of duly adopted by the Board of Trustees Directors or other similar governing body, as applicable, of the Trust such Loan Party authorizing the execution, delivery and performance by of the Company Second Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Trust certificate or articles of this incorporation or other formation documents of such Loan Party have not been amended or changed since the Closing Date other than those changes attached to such certificate and (D) that there has been no change as to the incumbency and specimen signature of each officer executing the Second Amendment, certified by its Amendment or any other document delivered in connection herewith on behalf of such Loan Party since the Closing Date other than any such changed incumbency and specimen signatures attached to such certificate; and (3) a certificate of another officer as to the incumbency and specimen signature of the Secretary or an Assistant SecretarySecretary executing the certificate pursuant to clause (2) above;
(dv) The Administrative Agent shall have received all interest accrued but unpaid on all existing Loans through the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect to the date hereofSecond Amendment Effective Date;
(evi) each holder of a Note The Administrative Agent shall have received an amendment fee in an amount equivalent all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, that has been requested by the Administrative Agent at least three Business Days prior to 0.10% of the outstanding principal amount of its NoteSecond Amendment Effective Date; and
(fvii) The Repricing Arranger and the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Amendment Effective Date, including, to the extent invoiced at least one (1) Business Day prior invoiced, reimbursement or other payment of all out-of-pocket expenses required to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been be reimbursed or paid by the Company, in connection Borrower hereunder or under any other Loan Document or other agreement with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of Borrower relating to the foregoing, this Second Amendment shall become effectiveTransactions.
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Conditions to Effectiveness of this Second Amendment. Section 3.14.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:: Sensient Technologies Corporation Second Amendment
(a) executed counterparts of this Second Amendment, duly executed by the Company, the Trust Company and the holders of at least 5051% of the outstanding principal of the Notes, shall have been delivered to the holders of NotesNoteholders;
(b) the holders of Notes Noteholders shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) amendments to (A) the Bank Credit Agreement, (B) the Note Purchase Agreement dated as of June 27March 22, 2013 2011 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A attached thereto, thereto and (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iiiC) the Note Purchase Agreement dated as of September 30November 6, 2015 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A thereto, thereto and (ivii) the Note Purchase Agreement dated as of December 21May 3, 2017 among the Company, Company and the Trust and each of the “Purchasers” listed purchasers named in Schedule A thereto have in each case been executed and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust delivered with substantially similar terms to those included herein and each of the “Purchasers” listed are in Schedule A theretofull force and effect;
(c) the holders of Notes Noteholders shall have received a copy of the resolutions of the Board of Trustees Directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of this Second Amendment, certified by its Secretary or an Assistant Secretary;
(d) the recitals set forth above and the representations and warranties of the Company and the Trust set forth in Section 2 3 hereof are true and correct on and with respect to the date hereof;; and
(e) each holder of a Note the Noteholders shall have received an amendment fee in an amount equivalent to 0.10% the favorable opinion of the outstanding principal amount of its Note; and
(f) to the extent invoiced at least one (1) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Company as to the matters set forth in Sections 3.1(a), 3.1(b) and 3.1(c) hereof, which opinion shall be in form and substance satisfactory to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all of the foregoing, this Second Amendment shall become effective.
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Sources: Note Purchase Agreement (Sensient Technologies Corp)
Conditions to Effectiveness of this Second Amendment. Section 3.12.1. This Second Amendment shall not become effective until, and shall become effective when, each and every one of on the date that the following conditions shall have been satisfied:satisfied or waived (the “Effective Date”):
(a) the Noteholders (or their special counsel) shall have received executed counterparts of this Second Amendment, duly executed by the Company, the Trust and the holders of at least 50% of the outstanding principal of the Notes, shall have been delivered to the holders of Notes;
(b) the holders of Notes Noteholders (or their special counsel) shall have received evidence satisfactory to them that each of the following shall have been amended in form and substance consistent with this Second Amendment: (i) the Note Purchase Agreement dated as of June 27executed Amended Notes, 2013 among duly executed by the Company, the Trust and each of the “Purchasers” listed in Schedule A attached thereto, (ii) the Note Purchase and Private Shelf Agreement dated as of May 28, 2014 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iii) the Note Purchase Agreement dated as of September 30, 2015 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto, (iv) the Note Purchase Agreement dated as of December 21, 2017 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto and (v) the Note Purchase Agreement dated as of December 27, 2019 among the Company, the Trust and each of the “Purchasers” listed in Schedule A thereto;
(c) the holders of Notes Noteholders (or their special counsel) shall have received executed counterparts of the Affiliate Guaranty, duly executed by the Company and the Guarantors;
(d) the Company shall have paid each Noteholder an amount equal to 0.25% of the principal amount of the Notes held by such Noteholder; provided that the Noteholders (or their special counsel) shall have provided wire transfer instructions to the Company at least 3 Business Days prior to the Effective Date;
(e) the Noteholders (or their special counsel) shall have received:
(i) An Officer’s Certificate, dated the Effective Date, certifying that (i) the representations and warranties of the Company in Section 3 of this Second Amendment and in Section 5 of the Amended and Restated Note Purchase Agreement are correct as of the Effective Date (or if such representation or warranty is expressly stated to have been made as of a copy specific date, as of such specific date), (ii) the Company shall have performed and complied with all material agreements and conditions contained in this Second Amendment and (iii) after giving effect to the issue of the Amended Notes, no Default or Event of Default shall have occurred and be continuing; and
(ii) Copies of the resolutions of the Board board of Trustees directors of the Trust Company authorizing the execution, delivery and performance by the Company and the Trust of its obligations under this Second Amendment, the Amended and Restated Note Purchase Agreement and the Amended Notes, certified by its Secretary or an Assistant Secretary;; and
(diii) A good standing certificate or similar certificate dated a date reasonably close to the recitals set forth above Effective Date from the jurisdiction of formation of the Company; and
(iv) A customary certificate of the Company certifying the names and true signatures of the officers of the Company, as applicable, authorized to sign this Second Amendment and the other documents to be delivered hereunder; and
(v) A certificate of an officer of each Guarantor, dated the Effective Date, certifying that (i) the representations and warranties of such Guarantor in Section 5 of the Affiliate Guaranty is correct as of the Effective Date, and (ii) such Guarantor shall have performed and complied with all material agreements and conditions contained in this Second Amendment; and
(vi) Copies of the resolutions of the board of directors of each Guarantor authorizing the execution, delivery and performance by such Guarantor of its obligations under the Affiliate Guaranty, certified by its Secretary or an Assistant Secretary; and
(vii) A good standing certificate or similar certificate dated a date reasonably close to the Effective Date from the jurisdiction of formation of each Guarantors, if applicable; and
(viii) A customary certificate of each Guarantor certifying the names and true signatures of the officers of such Guarantor, as applicable, authorized to sign the Affiliate Guaranties and the other documents to be delivered hereunder; and
(ix) A favorable opinion letter of (A) the General Counsel of the Company and the Trust set forth in Section 2 hereof are true and correct on and with respect Guarantors or (B) legal counsel to the date hereof;Company and the Guarantors in form and substance reasonably satisfactory to the Noteholders (or their special counsel); and
(ex) each holder of a Note shall have received an amendment fee in an amount equivalent to 0.10% copies of the outstanding principal amount forms of its Note(A) the Bank Credit Agreement, attached hereto as Exhibit 1.2, (B) the First Amendment to the 2012 Note Purchase Agreements, attached hereto as Exhibit 1.3 and (C) the First Amendment to the 2008 Note Purchase Agreements, attached hereto as Exhibit 1.4; and
(f) to the extent invoiced at least one Noteholders (1or the special counsel) Business Day prior to the date hereof, the fees and expenses of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇, LLP, counsel to the Noteholders, shall have been paid by the Company, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment. Upon receipt of all received a copy of the foregoing, this Second Amendment shall become effectiveform of payoff letter from KeyBank National Association evidencing the termination of the Intercreditor Agreement.
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