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This excerpt taken from the FL 8-K filed May 21, 2008. Effective Date”) on which all of the conditions set forth below shall have been satisfied. The Administrative Agent shall promptly notify the
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Company and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. (a) receipt by the Administrative Agent of a counterpart hereof signed by each Obligor, all Banks, and all Departing Banks (or facsimile or other written confirmation satisfactory to the Administrative Agent that each such party has signed a counterpart hereof); (b) receipt by the Administrative Agent of an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel for the Company, in form and substance reasonably satisfactory to the Administrative Agent; (c) receipt by the Administrative Agent of an opinion of Gary M. Bahler, Esq., General Counsel of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent; (d) (i) the fact that the representations and warranties set forth in Article 4 and the other Loan Documents shall be true and correct on and as of the date hereof and (ii) receipt by the Administrative Agent of a certificate of a Responsible Officer of the Company, each Subsidiary Borrower and each Subsidiary Guarantor so certifying; (e) (i) the fact that no Default shall have occurred and be continuing and (ii) receipt by the Administrative Agent of a certificate of a Responsible Officer of the Company so certifying; (f) receipt by the Administrative Agent of (A) executed counterparts (or facsimile or other written confirmation satisfactory to the Administrative Agent that each applicable party has signed a counterpart thereof) of (i) the Security Agreement signed by the Company, each Subsidiary Guarantor and the Administrative Agent together with an updated Perfection Certificate (as defined in the Security Agreement) and other schedules contemplated thereby, (ii) the Pledge Agreement signed by the Company, each Subsidiary Guarantor and the Administrative Agent together with updated schedules contemplated thereby, and (iii) the Guarantee Agreement signed by each Subsidiary Guarantor and the Administrative Agent and (B) evidence of completion of all actions, recordings and filings that the Administrative Agent deems necessary or, in its reasonable judgment, desirable to perfect the Liens purported to be created by the Collateral Documents; (g) receipt by the Administrative Agent of all documents that the Administrative Agent may reasonably request relating to the existence of the Company, each Subsidiary Borrower and each Subsidiary Guarantor, the corporate authority for and the validity of this Amended Agreement, the Loan
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Documents and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; (h) the Banks, the Administrative Agent and the Joint Lead Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented, on or before the Effective Date; (i) all governmental and third party approvals necessary or, in the commercially reasonable discretion of the Administrative Agent and the Joint Lead Arrangers, advisable in connection with the financing contemplated hereby and the continuing operations of the Company and its Subsidiaries shall have been obtained and be in full force and effect; (j) the Banks shall have received reasonably satisfactory unaudited interim consolidated financial statements of the Company, for each quarterly period ended subsequent to the most recently ended fiscal year of the Company, as to which such financial statements are available; and (k) all amounts due or outstanding in respect of the Existing Credit Agreement shall have been (or simultaneously with the Effective Date shall be) paid in full. Section 3.02. Consequences of Effectiveness. (a) On the Effective Date, without further action by any of the parties to the Existing Credit Agreement or the Amended Agreement, (i) the Existing Credit Agreement will be automatically amended and restated to read as this Amended Agreement reads (and each Bank and each Departing Bank shall be deemed to have consented thereto), (ii) the Commitment of each Bank shall be the amount set forth opposite the name of such Bank on the Commitment Schedule, as such amount may be changed from time to time in accordance with the terms hereof, (iii) any Bank whose Commitment is zero (a “ This excerpt taken from the FL 8-K filed Jun 5, 2007. Effective Date. The Plan shall take effect upon its adoption by the Board, but the Plan (and any grants of Awards
made prior to the shareholder approval mentioned herein) shall be subject to the requisite approval of the shareholders of the Company. In the absence of such approval, such Awards shall be null and void.
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