Amendment Closing Date. This Amendment shall be deemed to be effective on the first date on which each of the following conditions is satisfied (the "Amendment Closing Date"): (a) The Trustee and Collateral Agent shall have received from the Company and the Subsidiary Guarantor, counterparts of this Amendment signed on behalf of each of the parties hereto. (b) The Collateral Agent and the Trustee shall have received a copy of an amendment to the First Lien Credit Agreement, in form and substance reasonably... satisfactory to the Collateral Agent and the Trustee, evidencing that the borrowing base thereunder is no less than $120,000,000 as of the date hereof. (c) The Collateral Agent and Trustee shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses (including, without limitation, the fees and expenses of counsel to the Collateral Agent and Trustee) required to be reimbursed or paid by the Company under the Indenture. (d) The Collateral Agent and Trustee shall have received such documents as the Collateral Agent and Trustee or special counsel to the Collateral Agent and Trustee may reasonably request. (e) Each of the representations and warranties contained in the Indenture shall be true and correct in all material respects (except that any representation and warranty that is qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) on and as of the Amendment Closing Date, except to the extent such representations and warranties expressly related to any earlier date. (f) No Default or Event of Default has occurred and is then continuing.View More
