Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, upon delivery to the Agent of, and compliance by the Borrowers with, the following: 3.1 This Amendment, duly executed by the Borrowers, the Banks and the Agent. 3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof. 3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof. 3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof. 3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof. 3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following: (A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”); (B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party; (C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and (D) A true and correct copy of the operating agreement for such Borrower. 3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof. 3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank. 3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001. 3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Banks, duly executed by each party thereto. 3.11 The Borrowers shall have satisfied such other conditions as reasonably specified by the Agent or counsel to the Agent.
Appears in 1 contract
Sources: Credit Agreement (Cabelas Inc)
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrower of, and compliance by the Borrowers Borrower with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the AgentBorrower.
3.2 An amended and restated Revolving Notes A Security Agreement, in the form attached hereto as of Exhibit AC hereto, duly executed by the Borrowers and dated the date hereofParent.
3.3 An amended and restated Term Notes A Guaranty, in the form attached hereto as of Exhibit BD hereto, duly executed by the Borrowers and dated the date hereofParent.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such the Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A certified as true and correct copy of the Certificate of Formation of such Borroweraccurate by its Secretary or Assistant Secretary, along with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased certification by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate organizational of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy copies of the each same were delivered to the Agent with a certificate of the Secretary of such the Borrower dated October 9March 31, 2001.
3.10 An amended 2003, or, if any of such documents have been amended, certifying that true and restated Intercreditor Agreementaccurate copies of such documents have been attached thereto, (ii) certifying as to true and accurate copies of the resolutions of the governing body of the Borrower authorizing the execution and delivery of this Amendment and each other document or instrument in form and substance satisfactory connection with this Amendment (collectively, the “Amendment Documents”) to the Banks, duly be executed by the Borrower (iii) identifying each party thereto.
3.11 The Borrowers shall have satisfied such officer of the Borrower authorized to execute this Amendment and any other conditions as reasonably specified instrument or agreement executed by the Agent or counsel Borrower in connection with this Amendment (collectively, the “Amendment Documents”), and, if specimens of such officers’ signatures were not previously provided to the Agent, certifying as to specimens of such officers’ signatures and such officers’ incumbency in such offices as such officers hold.
3.5 A copy of the corporate resolutions of the Parent authorizing the execution, delivery and performance of the Parent’s Security Agreement and Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) certifying as to true and correct copies of the organizational documents of the Parent, (ii) certifying as to true and accurate copies of the resolutions of the governing body of the Parent authorizing the execution and delivery of the Parent’s Guaranty and Security Agreement and each other document or instrument to be executed by the Parent in connection with this Amendment and (iii) identifying each officer of the Parent authorized to execute the Parent’s Security Agreement and Guaranty and any other instrument or agreement executed by the Parent in connection with this Amendment, and certifying as to specimens of such officer’s signature and such officer’s incumbency in such offices as such officer holds.
Appears in 1 contract
Sources: Credit Agreement (Lecg Corp)
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrower of, and compliance by the Borrowers Borrower with, the following:
3.1 4.1 This AmendmentAmendment and two new Revolving Notes payable to U.S. Bank National Association, in its capacity as a Bank, and The Northern Trust Company, each in the principal amount of $5,000,000 in the form of Exhibit 4.1 hereto (the "Revolving Notes") duly executed by the Borrowers, the Banks and the Agent.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 4.2 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such the Borrower authorizing the execution, delivery and performance of this Amendment and the Amendment Documents to which Revolving Notes certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles Certificate of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate or Bylaws of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy copies of the each same were delivered to the Agent Lender with a certificate of the Secretary of such the Borrower dated October 930, 20011998, and (ii) identifying each officer of the Borrower authorized to execute this Amendment, the Revolving Notes, and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.10 4.3 A certificate of an officer of the Borrower certifying that, as of the date hereof, no Lien granted by or Indebtedness owing by the Borrower exceeds that permitted under the related financial covenants in the Senior Unsecured Loan Documents.
4.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
4.5 An amended and restated Intercreditor Agreement, in form and substance satisfactory opinion of counsel to the BanksBorrower in the form of Exhibit 4.4 attached to this Amendment, duly executed by each party theretosaid counsel.
3.11 4.6 A copy of the Second Fee Letter, dated as of the date hereof, duly executed by the Borrower.
4.7 A good standing certificate for the Borrower from the States of Delaware, Wisconsin, California, Oregon, and Georgia issued not more than 30 days prior to the date of this Amendment.
4.8 All fees, costs and expenses due and payable pursuant to the Second Fee Letter, payable in Immediately Available Funds on the date hereof.
4.9 The Borrowers Borrower shall have satisfied such other conditions as reasonably specified by the Agent or counsel to and the AgentBanks, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrower of, and compliance by the Borrowers Borrower with, the following:
3.1 This AmendmentAmendment and the Revolving Note in the form of Exhibit C hereto (the "New Revolving Note"), each duly executed by the Borrowers, the Banks and the AgentBorrower.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such the Borrower authorizing the execution, delivery and performance of this Amendment and the Amendment Documents to which New Revolving Note certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles Certificate of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate or Bylaws of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy copies of the each same were delivered to the Agent Bank with a certificate of the Secretary of such the Borrower dated October 9May 31, 20012001 except for an amendment to the Certificate of Incorporation increasing the Borrower's authorized shares (with a copy thereof attached to the certification), and (ii) identifying each officer of the Borrower authorized to execute this Amendment, the New Revolving Note and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.10 An amended 3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
3.4 A good standing certificate for the Borrower and restated Intercreditor Agreement, each Guarantor from the jurisdiction of their respective incorporations issued not more than 30 days prior to the date of this Amendment.
3.5 The Borrower shall have paid the Bank an amendment fee of $10,000.
3.6 A guaranty in form and substance reasonably satisfactory to the BanksBank, duly executed by each party theretoGuarantor.
3.11 3.7 A copy of the resolutions of the Board of Directors of the each Guarantor authorizing the execution, delivery and performance of its Guaranty certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Secretary or Assistant Secretary (i) attaching a true and correct copy of the Certificate or Articles of Incorporation and Bylaws and all amendments thereto of such Guarantor, and (ii) identifying each officer of the Guarantor authorized to execute the Guaranty and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.8 The Borrowers Borrower shall have satisfied such other conditions as reasonably specified by the Agent or counsel to Bank, including payment of all unpaid legal fees and expenses incurred by the AgentBank through the date of this Amendment in connection with the Amended and Restated Credit Agreement and the Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrowers of, and compliance by the Borrowers with, the following:
3.1 This Amendment, Amendment and the promissory note in the form of EXHIBIT A-1 hereto (the "Amended Note") each duly executed by the Borrowers, the Banks and the Agent.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such each Borrower authorizing the execution, delivery and performance of this Amendment and the Amendment Documents to which Amended Note certified as true and accurate by its Secretary or Assistant Secretary, along with a copy of the Bylaws of each Borrower and a certification by such Secretary or Assistant Secretary (i) certifying that the Bylaws of such Borrower is a partydelivered therewith are true and accurate, and (ii) as to the incumbency, names, titles and signatures of the officers identifying each officer of such Borrower authorized to execute this Amendment, the Amendment Documents to which it is a party; (iii) that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent Amended Note and any other instrument or agreement executed by such Borrower in connection with a Certificate this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.3 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment, including without limitation, the consent of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment lenders to the bylaws of such Borrower since a true MeesPierson Credit Agreement and accurate copy of the each were delivered MeesPierson Capital Corp. as "Agent" pursuant to the terms and conditions of that certain Subordination Agreement dated as of December 10, 1997, made by the Lender in favor of MeesPierson Capital Corp. and the lenders party to the MeesPierson Credit Agreement and the consent of The Chase Manhattan Bank as Collateral Agent with a certificate pursuant to the terms and conditions of that certain Subordination Agreement dated as of December 12, 1997 made by the Secretary Lender in favor of such Borrower dated October 9, 2001The Chase Manhattan Bank as Collateral Agent.
3.10 3.4 An amended and restated Intercreditor Agreement, in form and substance satisfactory opinion of counsel to the BanksBorrowers and to NRG ▇▇▇▇▇▇ Inc., addressed to the Lender and dated the date of execution and delivery of this Amendment, covering the matters set forth in EXHIBIT B hereto, duly executed by each party theretosaid counsel.
3.11 3.5 A good standing certificate for the Borrowers from the State of Delaware and from all other States in which the Borrowers are doing business issued in each case as of a date satisfactory to the Lender.
3.6 A certificate of a responsible officer of each Borrower certifying as to the matters set forth in Section 4.1 below.
3.7 The Borrowers shall have satisfied such other conditions as reasonably specified by the Agent or counsel to Lender, including payment of all unpaid legal fees and expenses incurred by the AgentLender through the date of this Amendment in connection with the Loan Agreement and the Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effectivebe effective retroactively to March 31, and the WFB commitment shall terminate, 2001 upon delivery to by the Agent Borrower of, and compliance by the Borrowers Borrower with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the AgentBorrower.
3.2 An amended A Reaffirmation of the Security Agreement and restated Revolving Notes Guaranty in the form of Exhibits A-1 through A-4 attached hereto as Exhibit Ato this Amendment, duly executed by the Borrowers each of Health Resource Management, Ltd., HRM Claim Management, Inc., Institute for Healthcare Quality, Inc. and dated the date hereof.Health Benefits Reinsurance, Inc.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such the Borrower authorizing the execution, delivery and performance of this Amendment, the Note and the other documents and instruments to be delivered by the Borrower in connection with this Amendment Documents to which (collectively, the "Amendment Documents") certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles of Incorporation or Bylaws of such Borrower, a certified copy the Borrower since true and accurate copies of each which was the same were previously delivered to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001Bank, and (ivii) that there has been no amendment identifying each officer of the Borrower authorized to execute the Amendment Documents, and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.4 Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
3.5 The Borrower shall have paid to the bylaws Bank a non-refundable amendment and waiver fee in the amount of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001$5,000.
3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Banks, duly executed by each party thereto.
3.11 3.6 The Borrowers Borrower shall have satisfied such other conditions as reasonably specified by the Agent or counsel to Bank, including payment of all unpaid legal fees and expenses incurred by the AgentBank through the date of this Amendment in connection with the Credit Agreement, the Amendment Documents and the Subsidiary Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrower of, and compliance by the Borrowers Borrower with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the AgentBorrower.
3.2 An amended and restated Revolving Notes Notes, in the form of Exhibit A attached hereto as Exhibit Ato this Amendment, drawn to the order of each Bank in the amount of the highest Revolving Commitment Amount of such Bank and duly executed by the Borrower.
3.3 A Reaffirmation of Security Documents in the form of prescribed by the Agent, duly executed by the Borrowers and dated the date hereofeach Guarantor.
3.3 An amended 3.4 Reaffirmation of Fleet Subordination and restated Term Notes Standstill Agreement in the form attached hereto as Exhibit Bprescribed by the Agent, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereofFleet Business Credit.
3.5 A joinder agreement in The unpaid principal balance of the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereofTerm Loan shall be not greater than $3,000,000.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such the Borrower and each Guarantor authorizing the execution, delivery and performance of the this Amendment Documents to which certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate or Bylaws of the Secretary of Borrower or such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower Guarantor since a true and accurate copy copies of the each same were delivered to the Agent with a certificate of the Secretary of the Borrower or such Guarantor dated July 12, 2002, and (ii) identifying each officer of the Borrower dated October 9or such Guarantor authorized to execute this Amendment and any other instrument or agreement executed by the Borrower or such Guarantor in connection with this Amendment (collectively, 2001the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.10 An amended 3.7 Good standing certificates for the Borrower and restated Intercreditor Agreement, each Guarantor in form and substance satisfactory its jurisdiction of incorporation.
3.8 The Borrower shall have paid to the Banks, duly executed by each party theretoAgent for the ratable benefit of the Banks a non-refundable amendment fee of $60,000.
3.11 3.9 The Borrowers Borrower shall have satisfied such other conditions as reasonably specified by the Agent, including payment of all unpaid legal fees and expenses incurred by the Banks and the Agent or counsel through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents. Upon the effectiveness of this Amendment, the Borrower hereby requests that each Bank, and each Bank shall, make an additional Revolving Loan in an amount sufficient to repay the Agentunpaid balance of the Term Loans of such Bank outstanding on such date. The Borrower acknowledges that (a) the repayment of the Term Loans made pursuant to this Amendment may not be reborrowed and (b) the Term Loans have been completely advanced by the Banks and the Borrower has no right to request, and the Banks have no commitment to make, any additional Term Loans.
Appears in 1 contract
Sources: Credit Agreement (Norstan Inc)
Effectiveness of Amendments. The amendments contained to the 1996 Credit Agreement embodied in this Amendment Agreement shall become effectiveeffective only upon receipt by the Agent of all of the documents and other materials described below, with sufficient copies for the Lenders, and satisfaction of all of the WFB commitment shall terminateother conditions set forth below, upon delivery to wit:
(a) Copies of the Agent ofarticles of incorporation of each Borrower, and compliance a certificate of good standing, both certified by the Borrowers with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the Agentappropriate governmental officer in its jurisdiction of incorporation.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A(b) Copies, duly executed certified by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each Borrower, of Wild Wingsits by-laws and of its Board of Directors' resolutions (and resolutions of other bodies, Lodging and ▇▇▇▇▇▇’▇ dated if any are deemed necessary by counsel for any Lender) authorizing the date hereof and certifying as to execution of the following:Loan Documents.
(Ac) A true and correct copy of the company resolutions of such Borrower authorizing the executionAn incumbency certificate, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of Borrower, which shall identify by name and title and bear the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as to the incumbency, names, titles and signatures signature of the officers of such each Borrower authorized to execute sign the Amendment Loan Documents and to make borrowings hereunder, upon which it AMENDED AND RESTATED CREDIT AGREEMENT -39- 47 certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.
(d) A certificate, signed by the chief financial officer of each Borrower, stating that on the Effective Date no Default or Unmatured Default has occurred and is a party; continuing.
(e) A written opinion of the Borrowers' counsel, addressed to the Lenders, in substantially the form of Exhibit F hereto.
(f) Notes payable to the order of each of the Lenders.
(g) Written money transfer instructions, in substantially the form of Exhibit G hereto (to the extent required by the Agent), addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(h) The Collateral Documents duly executed on behalf of the Borrowers, as the case may be, or amendments thereto, confirming the continuing effectiveness of such documents, granting to the Lenders and the Agent the collateral and security intended to be provided pursuant to Section 2.22, together with (to the extent not previously delivered in connection with the 1996 Credit Agreement):
(i) Recordation, filing and other action (including payment of any applicable taxes or fees) in such jurisdictions as the Lenders or the Agent may deem necessary or appropriate with respect to the Security Documents, including the filing of financing statements and similar documents which the Lenders or the Agent may deem necessary or appropriate to create, preserve or perfect the liens, security interests and other rights intended to be granted to the Lenders or the Agent thereunder, together with Uniform Commercial Code record searches in such offices as the Lenders or the Agent may request;
(ii) Policies of mortgage title insurance issued by an insurer and in amounts satisfactory to the Lenders and the Agent, insuring the interest of the Lenders and the Agent under the Mortgages without standard exceptions and without any special exceptions not acceptable to the Lenders and the Agent and containing such further endorsements, affirmative coverage and other terms as the Lenders and the Agent may request;
(iii) that there has been no amendment Surveys of the property subject to the Articles Mortgages made by a land surveyor licensed in the State in which such property is located and acceptable to the Lenders and the Agent complying with the Minimum Standard Detail Requirements for Land Title Surveys as adopted by the American Title Association and the American Congress on Surveying and Mapping and showing AMENDED AND RESTATED CREDIT AGREEMENT -40- 48
(iv) A schedule setting forth all real property leased by each Borrower, together with copies of Incorporation the related leases, certified as true and correct as of the Effective Date by a duly authorized officer of such Borrower, a certified copy and an agreement of each which was delivered to the Agent by landlord under such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001.
3.10 An amended and restated Intercreditor Agreementleases, in form and substance satisfactory acceptable to the BanksLenders and the Agent, duly executed by each party thereto.
3.11 The Borrowers shall have satisfied such other conditions as reasonably specified by waiving its distraint, lien and similar rights with respect to any property subject to the Security Documents and agreeing to permit the Lenders and the Agent or counsel to enter such premises in connection therewith; (v) Evidence that the casualty and other insurance required pursuant to the Agent.Loan Documents is in full force and effect; and
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in No amendment or waiver of any provision of this Amendment shall become effectiveAgreement or any other Loan Document, and no consent to any departure by the WFB commitment Borrower therefrom, shall terminate, upon delivery to be effective unless in writing signed by the Agent ofRequired Lenders and the Borrower and acknowledged by the Administrative Agent, and compliance by the Borrowers with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the Agent.
3.2 An amended and restated Revolving Notes each such waiver or consent shall be effective only in the form attached hereto as Exhibit A, duly executed by the Borrowers specific instance and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowersspecific purpose for which given; provided, covering matters requested byhowever, and in form and substance satisfactory tothat no such amendment, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate waiver or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying consent shall: (i) as to a copy waive any condition precedent set forth in Section 4 without the written consent of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, each Lender; (ii) as extend or increase the Commitment of any Lender or require any Lender to participate in any increase in the incumbency, names, titles and signatures of Maximum Revolving Loan Commitment without the officers written consent of such Borrower authorized to execute the Amendment Documents to which it is a partyLender; (iii) that there has been no amendment postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Articles of Incorporation of Lenders hereunder or under such Borrower, a certified copy other Loan Document without the written consent of each which was delivered Lender entitled to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and payment; (iv) reduce the principal of, or the rate of interest specified herein on, any Revolving Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; (v) amend this Agreement so as to alter the definition of “Share” or the pro rata sharing of payments required hereby without the written consent of each Lender; (vi) change any provision of this Section 11 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; (vii) amend the definition of Borrowing Base or Eligible Mortgage Loan without the written consent of each Lender if such amendment would increase the amount available to be borrowed under the Revolving Line of Credit; (viii) change the definition of Expiration Date without the written consent of each Lender; (ix) release any material amount of the Collateral without the written consent of each Lender, except that there has been no amendment the Administrative Agent may release its Lien on Collateral without the consent of the Required Lenders or any Lender as provided in Section 2.9(c) and Section 6.6; or (x) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the bylaws written consent of such Borrower since a true Lender. Notwithstanding the foregoing limitations on amendments and accurate copy waivers without the consent of all or all affected Lenders, only the consent of the each were delivered Required Lenders shall be necessary to amend the Agent with a certificate definition of the Secretary of such Borrower dated October 9, 2001“Default Rate”.
3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Banks, duly executed by each party thereto.
3.11 The Borrowers shall have satisfied such other conditions as reasonably specified by the Agent or counsel to the Agent.
Appears in 1 contract
Sources: Credit and Security Agreement (Sachem Capital Corp.)
Effectiveness of Amendments. The amendments contained in No amendment or waiver of any provision of this Amendment shall become effectiveAgreement or any other Loan Document, and no consent to any departure by the WFB commitment Loan Parties therefrom, shall terminate, upon delivery to be effective unless in writing signed by the Agent ofRequired Lenders and the Loan Parties and acknowledged by the Administrative Agent, and compliance by the Borrowers with, the following:
3.1 This Amendment, duly executed by the Borrowers, the Banks and the Agent.
3.2 An amended and restated Revolving Notes each such waiver or consent shall be effective only in the form attached hereto as Exhibit A, duly executed by the Borrowers specific instance and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowersspecific purpose for which given; provided, covering matters requested byhowever, and in form and substance satisfactory tothat no such amendment, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate waiver or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying consent shall: (i) as to a copy waive any condition precedent set forth in Section 4 without the written consent of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, each Lender; (ii) as extend or increase the Commitment of any Lender or require any Lender to participate in any increase in the incumbency, names, titles and signatures of Maximum Revolving Loan Commitment without the officers written consent of such Borrower authorized to execute the Amendment Documents to which it is a partyLender; (iii) that there has been no amendment postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Articles of Incorporation of Lenders hereunder or under such Borrower, a certified copy other Loan Document without the written consent of each which was delivered Lender entitled to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and payment; (iv) reduce the principal of, or the rate of interest specified herein on, any Revolving Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender entitled to such amount; (v) amend this Agreement so as to alter the definition of “Share” or the pro rata sharing of payments required hereby without the written consent of each Lender; (vi) change any provision of this Section 11 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder without the written consent of each Lender; (vii) amend the definition of Borrowing Base or Eligible Mortgage Loan without the written consent of each Lender if such amendment would increase the amount available to be borrowed under the Revolving Line of Credit; (viii) change the definition of Expiration Date without the written consent of each Lender; (ix) release any material amount of the Collateral without the written consent of each Lender, except that there has been no amendment the Administrative Agent may release its Lien on Collateral without the consent of the Required Lenders or any Lender as provided in Section 2.9(c) and Section 6.6; or (x) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the bylaws written consent of such Borrower since a true Lender. Notwithstanding the foregoing limitations on amendments and accurate copy waivers without the consent of all or all affected Lenders, only the consent of the each were delivered Required Lenders shall be necessary to amend the Agent with a certificate definition of the Secretary of such Borrower dated October 9, 2001“Default Rate”.
3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Banks, duly executed by each party thereto.
3.11 The Borrowers shall have satisfied such other conditions as reasonably specified by the Agent or counsel to the Agent.
Appears in 1 contract
Sources: Credit, Security and Guaranty Agreement (Sachem Capital Corp.)
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, upon delivery to effective provided the Agent of, and compliance by the Borrowers with, the following:
3.1 This shall have received at least five (5) counterparts of this Amendment, duly executed by the BorrowersCompany and all of the Lenders, and the Agent shall have received the following, each duly executed or certified:
(a) This Amendment, the Banks Second Amended and Restated Promissory Note (Warehousing Note) to U.S. Bank National Association, the Amended and Restated Promissory Note (Warehousing Note) to Residential Funding Corporation and the Agent.
3.2 An amended Second Amended and restated Revolving Notes Restated Swingline Note to U.S. Bank National Association, in the form attached hereto as Exhibit A, each case duly executed by the Borrowers and dated the date hereofCompany.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(Ab) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such Borrower the Company authorizing the execution, delivery and performance of the this Amendment Documents to which certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles Certificate of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate or Bylaws of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower Company since a true and accurate copy copies of the each same were delivered to the Agent Lender with a certificate of the Secretary of the Company dated September 29, 2000, and (ii) identifying each officer of the Company authorized to execute this Amendment, the Second Amended and Restated Promissory Note (Warehousing Note) to U.S. Bank National Association, the Amended and Restated Promissory Note (Warehousing Note) to Residential Funding Corporation and the Second Amended and Restated Swingline Note to U.S. Bank National Association and any other instrument or agreement executed by the Company in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such Borrower dated October 9, 2001officer's signature and such officer's incumbency in such offices as such officer holds.
3.10 An amended (c) Certified copies of all documents evidencing any necessary corporate action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
(d) The Consent and restated Intercreditor Agreement, in form and substance satisfactory to the BanksReaffirmation of Guaranty, duly executed by each party theretothe Guarantor.
3.11 (e) A written opinion, addressed to the Agent and the Lenders, dated the date hereof and in a form satisfactory to the Agent, concerning the authorization, execution, delivery, performance and enforceability of the Amendment Documents executed by the Borrower.
(f) The Borrowers Company shall have satisfied such other conditions as reasonably specified by the Agent or counsel to and the AgentLenders, including payment of all unpaid legal fees and expenses incurred by the Agent through the date of this Amendment in connection with the Credit Agreement and the Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrowers of, and compliance by the Borrowers with, the following:
3.1 This Amendment, Amendment duly executed by the each Borrower, Borrowers’ Agent, the Banks Administrative Agent and the AgentLenders.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the limited liability company or corporate resolutions of such each Borrower authorizing the execution, delivery and performance of this Amendment certified as true and accurate by its Secretary or Assistant Secretary (or other appropriate officer), along with a certification by such Secretary, Assistant Secretary or officer (i) certifying that there has been no amendment to such Borrower’s organizational documents since true and accurate copies of the Joinder Agreementsame were delivered to the Administrative Agent with a certificate of the Secretary of such Borrower dated June 30, 2006, and (ii) identifying each officer of such Borrower authorized to execute this Amendment and the documents any other instrument or agreement executed by such Borrower in connection herewith with this Amendment (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers certifying as to specimens of such Borrower authorized to execute the Amendment Documents to which officer’s signature and such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of officer’s incumbency in such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation offices as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrowerofficer holds.
3.7 3.3 Certified copies of all documents evidencing any necessary company action, consent or governmental or regulatory approval (if any) with respect to this Amendment.
3.4 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ Borrower in the jurisdiction of its formation or incorporation and in each State in which other jurisdiction where the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days acceptable to the Administrative Agent.
3.5 Results of a recent lien search in each of the jurisdictions where the assets of each Borrower and its Subsidiaries are located, and such search shall reveal no Liens on any of the assets of such Borrower or its Subsidiaries except for those Liens permitted by Section 6.13 of the Credit Agreement or discharged on or prior to date hereof pursuant to a document reasonably satisfactory to the date hereofAdministrative Agent.
3.8 A written opinion 3.6 Reaffirmation of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, Security Documents by each Borrower in substantially the same form of Exhibit C attached hereto.
3.7 The Administrative Agent shall have received executed legal opinions of counsel for to the Borrowers, covering matters requested by, and Borrowers in form and substance reasonably satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered Lenders.
3.8 The Borrowers shall have paid to the Administrative Agent a revolver extension fee in sufficient counterparts the amount of $15,000 for each Bankthe benefit of the Revolving Lender.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as The Borrowers shall have paid to the incumbency, names, titles and signatures Administrative Agent an amendment fee in the amount of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001$87,464.
3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory to the Banks, duly executed by each party thereto.
3.11 The Borrowers shall have satisfied such other conditions as reasonably specified by the Administrative Agent, including payment of all unpaid legal fees and expenses incurred by the Administrative Agent or counsel to through the Agentdate of this Amendment in connection with the Credit Agreement and the Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this This Second Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery to by the Agent Borrowers of, and compliance by the Borrowers with, the following:
3.1 7.1 This Second Amendment, including the documents substantially in the same form as those set forth on Exhibits A, B, C and D, duly executed by the each Borrower, Borrowers’ Agent, the Banks Administrative Agent and the AgentLenders.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 7.2 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the limited liability company or corporate resolutions of such each Borrower authorizing the execution, delivery and performance of the Joinder Agreementthis Second Amendment certified as true and accurate by its Secretary or Assistant Secretary (or other appropriate officer), this Amendment along with a certification by such Secretary, Assistant Secretary or officer (a) certifying that there has been no amendment to such Borrower’s organizational documents since true and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures accurate copies of the officers same were delivered to the Administrative Agent with a certificate of the Secretary of such Borrower dated April 30, 2007, and (b) identifying each officer of such Borrower authorized to execute the this Second Amendment Documents to which and any other instrument or agreement executed by such Borrower is a party;
in connection with this Second Amendment (C) A true collectively, the “Second Amendment Documents”), and correct copy of the Certificate of Formation certifying as to specimens of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation officer’s signature and such officer’s incumbency in such offices as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrowerofficer holds.
3.7 7.3 Certified copies of all documents evidencing any necessary company action, consent or governmental or regulatory approval (if any) with respect to this Second Amendment.
7.4 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ Borrower in the jurisdiction of its formation or incorporation and in each State in which other jurisdiction where the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days acceptable to the Administrative Agent.
7.5 Results of a recent lien search in each of the jurisdictions where the assets of each Borrower and its Subsidiaries are located, and such search shall reveal no Liens on any of the assets of such Borrower or its Subsidiaries except for those Liens permitted by Section 6.13 of the Credit Agreement or discharged on or prior to date hereof pursuant to a document reasonably satisfactory to the date hereofAdministrative Agent.
3.8 A written opinion 7.6 Reaffirmation of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, Security Documents by each Borrower in substantially the same form of Exhibit D attached hereto.
7.7 The Administrative Agent shall have received executed legal opinions of counsel for to the Borrowers, covering matters requested by, and Borrowers in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such Borrower authorizing the execution, delivery and performance of the Amendment Documents to which such Borrower is a party, (ii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) that there has been no amendment to the Articles of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy of the each were delivered to the Agent with a certificate of the Secretary of such Borrower dated October 9, 2001.
3.10 An amended and restated Intercreditor Agreement, in form and substance reasonably satisfactory to the Banks, duly executed by each party theretoLenders.
3.11 7.8 The Borrowers shall have paid to the Administrative Agent an amendment fee in the amount of $ 42,560.00.
7.9 The Borrowers shall have satisfied such other conditions as reasonably specified by the Administrative Agent, including payment of all unpaid legal fees and expenses incurred by the Administrative Agent or counsel to through the Agentdate of this Amendment in connection with the Credit Agreement and the Second Amendment Documents.
Appears in 1 contract
Effectiveness of Amendments. The amendments contained in this Amendment shall become effective, and the WFB commitment shall terminate, effective upon delivery of the following to the Agent of, and compliance by the Borrowers with, the following:Lender.
3.1 This Amendment, duly executed by the Borrowers, the Banks Borrower and the AgentLender.
3.2 An amended and restated Revolving Notes in the form attached hereto as Exhibit A, duly executed by the Borrowers and dated the date hereof.
3.3 An amended and restated Term Notes in the form attached hereto as Exhibit B, duly executed by the Borrowers and dated the date hereof.
3.4 An amended and restated Swing Line Note in the form attached hereto as Exhibit C, duly executed by the Borrowers and dated the date hereof.
3.5 A joinder agreement in the form attached hereto as Exhibit D (the “Joinder Agreement”), duly executed by Wild Wings, Lodging and ▇▇▇▇▇▇’▇ and dated the date hereof.
3.6 A certificate of the Secretary or Assistant Secretary of each of Wild Wings, Lodging and ▇▇▇▇▇▇’▇ dated the date hereof and certifying as to the following:
(A) A true and correct copy of the company resolutions of such Borrower authorizing the execution, delivery and performance of the Joinder Agreement, this Amendment and the documents executed in connection herewith (collectively, the “Amendment Documents”);
(B) The incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which such Borrower is a party;
(C) A true and correct copy of the Certificate of Formation of such Borrower, with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its formation as of a date not more than 30 days prior to the date hereof; and
(D) A true and correct copy of the operating agreement for such Borrower.
3.7 A certificate of good standing for each of Wild Wings; Lodging and ▇▇▇▇▇▇’▇ in the jurisdiction of its formation and in each State in which the character of the properties owned or leased by such Borrower or the business conducted by such Borrower makes such qualification necessary, certified by the appropriate governmental officials as of a date not more than 30 days prior to the date hereof.
3.8 A written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇, P.C., a limited liability organization, counsel for the Borrowers, covering matters requested by, and in form and substance satisfactory to, the Agent and its counsel, addressed to the Banks and dated the date hereof, delivered to the Agent in sufficient counterparts for each Bank.
3.9 A certificate or certificates of the Secretary or Assistant Secretary of each Existing Borrower certifying (i) as to a copy of the resolutions of the Board of Directors of such the Borrower showing the most recent election or appointment, as the case may be, of the Chairman of the Board and President of the Borrower, and resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of the this Amendment Documents to which certified as true and accurate by its Secretary or Assistant Secretary, along with a certification by such Borrower is a party, Secretary or Assistant Secretary (iii) as to the incumbency, names, titles and signatures of the officers of such Borrower authorized to execute the Amendment Documents to which it is a party; (iii) certifying that there has been no amendment to the Articles Certificate of Incorporation of such Borrower, a certified copy of each which was delivered to the Agent by such Borrower with a Certificate or Bylaws of the Secretary of such Borrowers dated October 9, 2001, and (iv) that there has been no amendment to the bylaws of such Borrower since a true and accurate copy copies of the each same were delivered to the Agent Lender with a certificate of the Secretary of such the Borrower dated October 9April 21, 20011994; and (ii) identifying each officer of the Borrower authorized to execute this Amendment and any other instrument or agreement executed by the Borrower in connection with this Amendment (collectively, the "Amendment Documents"), and certifying as to specimens of such officer's signature and such officer's incumbency in such offices as such officer holds.
3.10 An amended and restated Intercreditor Agreement, in form and substance satisfactory 3.3 The Borrower shall have paid to the Banks, duly executed by each party theretoLender $2,000.00 of the $8,000.00 amendment fee for this Amendment.
3.11 3.4 The Borrowers Borrower shall have received proceeds of not less than $600,000 from new Subordinated Debt owed to the [Subordinated Lenders], which Subordinated Debt shall be on terms acceptable to the Lender including, without limitation, the requirement that no such new Subordinated Debt shall be paid prior to February 1, 1995 or at any time an Event of Default or Unmatured Event of Default has occurred and is continuing, and such proceeds shall be deposited to the Lender immediately upon receipt by the Borrower.
3.5 The Borrower shall have satisfied such other conditions as reasonably specified by the Agent Lender or counsel to the AgentLender, including payment of all unpaid legal fees and expenses incurred by the Lender through the date of this Amendment in connection with the Credit Agreement or the Amendment Documents.
Appears in 1 contract