Financing Order. The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect (other than by the Final Order and Priming Order as provided therein and hereinbelow); provided that no Lender shall have any obligation to make any Credit Extension if the making of such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed the lesser of (x) $155,000,000 and (y) the amount thereof which was authorized by the Bankruptcy Court in the Interim Order unless: (a) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Final Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, (ii) shall have been entered into no later than September 14, 2001, and (iii) shall then be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect; provided in such case that no Lender shall have any obligation to make any Credit Extension if the making of any such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed $155,000,000; or (b) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Priming Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, and (ii) shall then be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect; provided that, notwithstanding the foregoing, if the making of any Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding to exceed $170,000,000, no Lender shall have any obligation to make such Credit Extension until the Borrowers shall have (A) previously submitted to the Administrative Agent (i) a Qualified Financial Forecast, together with a written report from the Appraiser addressed to the Administrative Agent and the Lenders stating that it has reviewed such Qualified Financial Forecast and performed the scope of work set forth in its engagement letter with the Administrative Agent and that, in the Appraiser's opinion, the Borrowers' Qualified Financial Forecast, including the Borrowers' outlook for acrylonitrile and styrene, the assumptions and key factors contained in such Qualified Financial Forecast (including the reliability of the sources referred to in such Qualified Financial Forecast for such outlook, assumptions and key factors) and the working capital levels, margins, operating cash flow, and EBITDA reflected therein are all reasonable, and (ii) the most recent set of Projections to be delivered to the Lenders pursuant to Section 7.1.1.(o), demonstrating pro forma compliance with Section 7.2.7 (at the levels that would be in effect assuming this proviso were satisfied) and Section 7.2.4 throughout the next 12 month period, and (B) the Borrowers have otherwise complied with the other provisions of this Section 5.2. To the extent that the Borrowers are unable to satisfy the requirements in clause (A) (i) of the proviso to the immediately preceding sentence with respect to the Qualified Financial Forecast most recently submitted to the Administrative Agent, the Borrowers may from time to time revise and/or replace such Qualified Financial Forecast and re-submit the same to the Administrative Agent for review by the Appraiser in order to attempt to satisfy such proviso; provided that (x) any material revisions to any such Qualified Financial Forecast and all replacement Qualified Financial Forecasts must be in form and substance acceptable to the Approving Lenders, and (y) all such revisions, whether or not material, and any replacement Qualified Financial Forecasts must be acceptable in form and substance to the Administrative Agent. All costs and expenses of the Appraiser shall be paid by the Borrowers as provided in the engagement letter among the Appraiser, the Administrative Agent and the Company dated as of September 14, 2002, (and any subsequent engagement letters).
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Financing Order. The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect (other than by the Final Order and Priming Order as provided therein and hereinbelow); provided that no Lender shall have any obligation to make any Credit Extension if the making of such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed the lesser of (x) $155,000,000 and (y) the amount thereof which was authorized by the Bankruptcy Court in the Interim Order unless:
(a) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Final Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, (ii) shall have been entered into no later than September 14August 30, 2001, and (iii) shall then be in full force and effect, effect and shall not have been stayed, reversed, modified or amended in any respect; provided that in such case that no Lender shall have any obligation to make any Credit Extension if the making of any such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed $155,000,000; or
(b) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Priming Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, (ii) shall have been entered into no later than September 20, 2001, and (iiiii) shall then be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect; provided that, notwithstanding the foregoing, that in such case no Lender shall have any obligation to make any Credit Extension if the making of any such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding outstanding, either separately or together, to exceed $170,000,000, no Lender shall have any obligation to make such Credit Extension until the Borrowers shall have (A) previously submitted to the Administrative Agent (i) a Qualified Financial Forecast, together with a written report from the Appraiser addressed to the Administrative Agent and the Lenders stating that it has reviewed such Qualified Financial Forecast and performed the scope of work set forth in its engagement letter with the Administrative Agent and that, in the Appraiser's opinion, the Borrowers' Qualified Financial Forecast, including the Borrowers' outlook for acrylonitrile and styrene, the assumptions and key factors contained in such Qualified Financial Forecast (including the reliability of the sources referred to in such Qualified Financial Forecast for such outlook, assumptions and key factors) and the working capital levels, margins, operating cash flow, and EBITDA reflected therein are all reasonable, and (ii) the most recent set of Projections to be delivered to the Lenders pursuant to Section 7.1.1.(o), demonstrating pro forma compliance with Section 7.2.7 (at the levels that would be in effect assuming this proviso were satisfied) and Section 7.2.4 throughout the next 12 month period, and (B) the Borrowers have otherwise complied with the other provisions of this Section 5.2. To the extent that the Borrowers are unable to satisfy the requirements in clause (A) (i) of the proviso to the immediately preceding sentence with respect to the Qualified Financial Forecast most recently submitted to the Administrative Agent, the Borrowers may from time to time revise and/or replace such Qualified Financial Forecast and re-submit the same to the Administrative Agent for review by the Appraiser in order to attempt to satisfy such proviso; provided that 170,000,000 unless (x) any material revisions Approving Lenders have previously approved and consented to any such Qualified Financial Forecast and all replacement Qualified Financial Forecasts must be in form and substance a business plan submitted by the Borrowers that is acceptable to the Approving Lenders, them in their sole discretion and (y) all if such revisionsbusiness plan contemplates the operation of the Company's acrylonitrile facility, whether or not material, the minimum EBITDA amounts set forth in Section 7.2.7 have been modified to amounts which take into account the acrylonitrile operations during applicable periods and any replacement Qualified Financial Forecasts must be which amounts and periods are acceptable in form and substance to the Administrative AgentRequired Lenders. All costs and expenses of the Appraiser shall be paid by In addition, the Borrowers as provided in the engagement letter among the Appraiser, agree that the Administrative Agent and may engage professionals, at the Company dated as sole cost of September 14the Borrowers, 2002, to assist the Lenders in the evaluation of the Borrowers' business plan."
(and any subsequent engagement letters)f) AMENDMENT TO SECTION 7.1.8.
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Financing Order. The Interim Order shall be in full force and effect and shall not have been stayed, reversed, modified or amended in any respect (other than by the Final Order and Priming Order as provided therein and hereinbelow); provided that no Lender shall have any obligation to make any Credit Extension if the making of such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed the lesser of (x) $155,000,000 and (y) the amount thereof which was authorized by the Bankruptcy Court in the Interim Order unless:
(a) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Final Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, Agent and (ii) shall have been entered into no later than September 14, 2001, and the thirtieth (iii30th) day after the date of the entry of the Interim Order; and
(b) such Final Order shall then be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect; provided in such case that no Lender shall have any obligation to make any Credit Extension if the making of any such Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding, either separately or together, to exceed $155,000,000; or
(b) the Administrative Agent and each of the Lenders shall have received a certified copy (or other evidence satisfactory to the Administrative Agent) of the Priming Order which (i) as entered, shall be acceptable in form and substance to the Administrative Agent, and (ii) shall then be in full force and effect, and shall not have been stayed, reversed, modified or amended in any respect; provided that, notwithstanding the foregoing, if the making of any Credit Extension would cause the aggregate amount of all Credit Extensions then outstanding to exceed $170,000,000, no Lender shall have any obligation to make such Credit Extension until the Borrowers shall have (A) previously submitted to the Administrative Agent (i) a Qualified Financial Forecast, together with a written report from the Appraiser addressed to the Administrative Agent and the Lenders stating that it has reviewed such Qualified Financial Forecast and performed the scope of work set forth in its engagement letter with the Administrative Agent and that, in the Appraiser's opinion, the Borrowers' Qualified Financial Forecast, including the Borrowers' outlook for acrylonitrile and styrene, the assumptions and key factors contained in such Qualified Financial Forecast (including the reliability of the sources referred to in such Qualified Financial Forecast for such outlook, assumptions and key factors) and the working capital levels, margins, operating cash flow, and EBITDA reflected therein are all reasonable, and (ii) the most recent set of Projections to be delivered to the Lenders pursuant to Section 7.1.1.(o), demonstrating pro forma compliance with Section 7.2.7 (at the levels that would be in effect assuming this proviso were satisfied) and Section 7.2.4 throughout the next 12 month period, and (B) the Borrowers have otherwise complied with the other provisions of this Section 5.2. To the extent that the Borrowers are unable to satisfy the requirements in clause (A) (i) of the proviso to the immediately preceding sentence with respect to the Qualified Financial Forecast most recently submitted to the Administrative Agent, the Borrowers may from time to time revise and/or replace such Qualified Financial Forecast and re-submit the same to the Administrative Agent for review by the Appraiser in order to attempt to satisfy such proviso; provided that 170,000,000 unless (x) any material revisions Approving Lenders have previously approved and consented to any such Qualified Financial Forecast and all replacement Qualified Financial Forecasts must be in form and substance a business plan submitted by the Borrowers that is acceptable to the Approving Lenders, them in their sole discretion and (y) all if such revisionsbusiness plan contemplates the operation of the Company's acrylonitrile facility, whether or not material, the minimum EBITDA amounts set forth in Section 7.2.7 have been modified to amounts which take into account the acrylonitrile operations during applicable periods and any replacement Qualified Financial Forecasts must be which amounts and periods are acceptable in form and substance to the Administrative AgentRequired Lenders. All costs and expenses of the Appraiser shall be paid by In addition, the Borrowers as provided in the engagement letter among the Appraiser, the Administrative Agent and the Company dated as of September 14, 2002, (and any subsequent engagement letters).agree that the
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