Common use of Conditions to the Effectiveness of this Amendment Clause in Contracts

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment to the contrary notwithstanding, this Amendment shall be effective only upon the satisfaction of the following conditions precedent: (a) Congress shall have received an executed original or executed original counterparts (as the case may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) true and complete copies of the Bank One First Amendment and any notes and financing statements delivered thereunder, as in effect on the date hereof; (ii) an Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereof, duly executed and delivered on behalf of Bank One; (iii) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: Amendment to Financing Agreements and Consent, dated as of the date hereof, pertaining to the Bank One Collateral to be granted by LCI to Bank One pursuant to the Bank One Financing and related matters, together with the documents, instruments and agreements to be delivered pursuant thereto; (b) All representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements shall be true and correct in all material respects; and (c) No Event of Default shall have occurred and no event shall have occurred or condition shall be existing which, with notice or passage of time or both, would constitute an Event of Default.

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment Each of the ------------------------------------------------- following shall be conditions precedent to the contrary notwithstanding, this Amendment shall be effective only upon the satisfaction of the following conditions precedent: (a) Congress shall have received an executed original or executed original counterparts (as the case may be) effectiveness of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) true and complete copies of the Bank One First Amendment and any notes and financing statements delivered thereunder, as in effect on the date hereof;on which such conditions are met being the "Effective Date"): -------------- (ii) an Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereof, a. Borrower shall have duly executed and delivered on behalf a counterpart of Bank One; (iii) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: this Amendment to Financing Agreements Lender or its counsel. b. Before and Consentafter giving effect to this Amendment, dated as (a) no Default or Event of the date hereofDefault has occurred and is continuing, pertaining to the Bank One Collateral to be granted by LCI to Bank One pursuant to the Bank One Financing and related matters, together with the documents, instruments and agreements to be delivered pursuant thereto; (b) All all of the representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements Loan Documents shall be true and correct in all material respects; and respects (except for any representation or warranty limited by its terms to a specific date), (c) No Event of Default Borrower shall have occurred performed in all material respects all agreements and no event satisfied all conditions which any Loan Document provides shall be performed by it on or prior to such date, and (d) Borrower shall have occurred delivered to Lender a certificate to such effect in the form attached hereto as Exhibit A. --------- c. Borrower shall have delivered to Lender or condition its counsel a certificate of its Secretary or an Assistant Secretary, certifying as to (i) the resolutions of its Board of Directors authorizing (A) this Amendment and (B) the Subscription Agreement, the Warrant and the issuance of stock under each of the Subscription Agreement and the Warrant, (ii) the incumbency of the officers executing this Amendment and any other documents in connection herewith, (iii) the articles of incorporation of Borrower and (iv) the bylaws of Borrower, each as in effect on the Effective Date, together with a good standing certificate from the Secretary of State of the State of California with respect to the Borrower. d. Lender or its counsel shall be existing whichhave received (i) a duly executed and delivered Subscription Agreement, with notice in form and substance satisfactory to Lender, and (ii) as a closing fee, a stock certificate issued to "▇▇▇▇▇▇ Financial, Inc." for 5,130 shares of common stock of Borrower. e. Borrower shall have duly executed and delivered the Warrant to Lender or passage its counsel, in form and substance satisfactory to Lender. f. Lender or its counsel shall have received an opinion of time or bothMilbank, would constitute an Event of DefaultTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to Borrower, in form and substance satisfactory to Lender.

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment to the contrary notwithstanding, this This Amendment shall be not become effective only upon the satisfaction until, and shall become effective when, each and every one of the following conditions precedentshall have been satisfied: (a) Congress the Agent shall have received an executed original or executed original counterparts (as the case may be) of this Amendment together with Amendment, duly executed by the following, Borrower and each of which the Banks. (b) the Agent shall be in form have received the following instruments, documents and substance satisfactory to Congresscertificates: (i) true and complete copies a new Revolving Note in the form of Exhibit A to this Amendment, duly executed by the Bank One First Amendment and any notes and financing statements delivered thereunder, as in effect on the date hereofBorrower; (ii) an Amendment No. 1 a Termination Agreement in the form of Exhibit B to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereofthis Amendment, duly executed and delivered on behalf of Bank Oneby the parties thereto (the "Termination Agreement"); (iiic) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: Amendment to Financing Agreements and Consent, dated as of the date hereof, pertaining to the Bank One Collateral to be granted by LCI to Bank One Agent shall have received for distribution pursuant to the Bank One Financing Termination Agreement and related mattersfrom the proceeds of the "Collateral" subject to the Security Agreement, together with the documents, instruments and agreements cash equal to be delivered pursuant thereto;not less than US$4,000,000. (bd) All the representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements Credit Agreement shall be true and correct in all material respects; andas though made on the date hereof, except for changes that are permitted by the terms of the Credit Agreement. (ce) No except as described in Section 2.1 and 2.2 hereof, no Event of Default shall have occurred and no event be continuing under the Credit Agreement. Notwithstanding any provision hereof, this Amendment shall terminate and the Agent and the Banks shall have occurred no obligation hereunder if the forgoing conditions precedent are not satisfied by 4:00 p.m. (Minneapolis time) June 30, 2000, provided, however, that the obligations of the Companies under Section 5.2 of this Amendment shall survive any such termination. Upon satisfaction of all of the foregoing, (a) the Agent shall notify the Borrower and the Banks that this Amendment has become effective, but the failure of the Agent to give such notice shall not affect the validity of this Amendment or condition prevent it from becoming effective, and (b) the Agent shall cause to be existing which, with notice returned to the Borrower such of the Collateral (as defined in the Security Agreement) as shall not have been sold or passage of time otherwise applied pursuant to the terms hereof or both, would constitute an Event of Defaultthe Termination Agreement.

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment to the contrary notwithstanding, this Amendment shall be effective only upon the satisfaction of the following conditions precedent: (a) Congress shall have received an executed original or executed original counterparts (as the case may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) true and complete copies of the Bank One First Amendment and any notes and financing statements delivered thereunder, Financing Agreements as in effect on the date hereof; (ii) an Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereof, duly executed and delivered on behalf of Bank One; (iii) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: Amendment to Financing Agreements and Consent, dated as of the date hereof, pertaining to the Bank One Collateral to be granted by LCI to Bank One pursuant to the Bank One Financing and related matters, together with the documents, instruments and agreements to be delivered pursuant thereto; (b) Bank One shall have disbursed, in immediately available funds, for the account of LPC and LCI (i) the sum of $321,428.52, representing partial disbursement to LPC of the "Casa Grande Loan" (as defined in the Bank One Financing Agreements), which funds shall have been received by Congress and applied to fully prepay the outstanding principal amount of the LPC Arizona Real Estate Loan; and (ii) the sum of $1,071,428.64, representing partial disbursement to LCI of the "LaGrange Term Loan" (as defined in the Bank One Financing Agreements), which funds shall have been received by Congress and applied to fully prepay the outstanding principal amount of the LCI Georgia Real Estate Loan (as defined in the LCI Financing Agreements); (c) All representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements shall be true and correct in all material respects; and (cd) No Event of Default shall have occurred and no event shall have occurred or condition shall be existing which, with notice or passage of time or both, would constitute an Event of Default.

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment to the contrary notwithstanding, this Amendment shall be effective only upon the satisfaction of the following conditions precedent: (a) Congress shall have received an executed original or executed original counterparts (as the case may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) true and complete copies of the Bank One First Amendment and any notes and financing statements delivered thereunder, Financing Agreements as in effect on the date hereof; (ii) an Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereof, duly executed and delivered on behalf of Bank One; (iii) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: Amendment to Financing Agreements and Consent, dated as of the date hereof, pertaining to the Bank One Collateral to be granted by LCI to Bank One LPC pursuant to the Bank One Financing and related matters, together with the documents, instruments and agreements to be delivered pursuant thereto; (b) Bank One shall have disbursed, in immediately available funds, for the account of LPC and LCI (i) the sum of $321,428.52, representing partial disbursement to LPC of the "Casa Grande Loan" (as defined in the Bank One Financing Agreements), which funds shall have been received by Congress and applied to fully prepay the outstanding principal amount of the LPC Arizona Real Estate Loan; and (ii) the sum of $1,071,428.64, representing partial disbursement to LCI of the "LaGrange Term Loan" (as defined in the Bank One Financing Agreements), which funds shall have been received by Congress and applied to fully prepay the outstanding principal amount of the LCI Georgia Real Estate Loan (as defined in the LCI Financing Agreements); (c) All representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements shall be true and correct in all material respects; and (cd) No Event of Default shall have occurred and no event shall have occurred or condition shall be existing which, with notice or passage of time or both, would constitute an Event of Default.

Conditions to the Effectiveness of this Amendment. Anything contained in this Amendment to the contrary notwithstanding, this Amendment shall be effective only upon the satisfaction of the following conditions precedent: (a) Congress shall have received an executed original or executed original counterparts (as the case may be) of this Amendment together with the following, each of which shall be in form and substance satisfactory to Congress: (i) true and complete copies of the Bank One First Amendment and any notes and financing statements delivered thereunder, as in effect on the date hereof; (ii) an Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One, dated as of the date hereof, duly executed and delivered on behalf of Bank One; (iii) an executed original or executed original counterparts of a letter agreement, dated as of the date hereof, pursuant to which LPC and LCI acknowledge and consent to the Amendment No. 1 to Amended and Restated Intercreditor Agreement between Congress and Bank One and agree that, although neither LPC nor LCI is a party thereto, each of LPC and LCI will, together with its successors and assigns, be bound by the provisions thereof; and (iv) an executed original or executed original counterparts of a letter agreement re: Amendment to Financing Agreements and Consent, dated as of the date hereof, pertaining to the Bank One Collateral to be granted by LCI LPC to Bank One pursuant to the Bank One Financing and related matters, together with the documents, instruments and agreements to be delivered pursuant thereto; (b) All representations and warranties contained herein, in the Accounts Agreements and in the other Financing Agreements shall be true and correct in all material respects; and (c) No Event of Default shall have occurred and no event shall have occurred or condition shall be existing which, with notice or passage of time or both, would constitute an Event of Default.