BANKBOSTON, N. A. (formerly known as The First National Bank of Boston), a national banking association, as agent (in such capacity the "Agent") for itself and the other financial institutions from time to time parties to the Loan Agreement referred to below (collectively, the "Banks"); and (d) the BANKS, amending certain provisions of the Loan Agreement dated as of April 14, 1997, by and among the Borrowers, the Guarantors, the Agent and the Banks (as amended or modified and in effect from time to time, the "Loan Agreement"). Terms not otherwise defined herein which are defined in the Loan Agreement shall have the respective meanings herein assigned to such terms in the Loan Agreement. Terms not otherwise defined herein or in the Loan Agreement but which are defined in ss.1 of this Amendment shall have the respective meanings in this Amendment assigned to such terms in ss.1.
BANKBOSTON, N. A. acting as agent for the Banks. ----- Agent's Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be ----------------------- approved by the Agent. Applicable Margin. For each period commencing on an Adjustment Date ----------------- through the date immediately preceding the next Adjustment Date (each a "Rate Adjustment Period"), the Applicable Margin shall be the applicable margin set forth below with respect to the Borrower's Leverage Ratio, as determined for the fiscal period ending on the fiscal quarter ended immediately preceding the applicable Rate Adjustment Period. ------------------------------------------------------------------------- LIBOR Base Rate Rate Commitment Tier Leverage Ratio Loans Loans Fee ------------------------------------------------------------------------- 1 Greater than or equal to 1.75% 3.00% 0.50% 1.75:1.00 ------------------------------------------------------------------------- 2 Greater than or equal to 1.50% 2.75% 0.50% 1.25:1.00 but less than 1.75:1.00 ------------------------------------------------------------------------- 3 Less than 1.25:1.00 1.25% 2.50% 0.375% ------------------------------------------------------------------------- Notwithstanding the foregoing, (a) for Loans outstanding and the Commitment Fee payable during the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after June 30, 2000, the Applicable Margin shall be the Applicable Margin set forth in Tier 1 above; provided, however that if at the time of the delivery of the Compliance -------- ------- Certificate for the fiscal quarter ending June 30, 2000 such Compliance Certificate evidences that the Borrower is entitled to a lower pricing level than Tier 1, then such decrease in the pricing shall be retroactive to July 1, 2000, and (b) if the Borrower fails to deliver any Compliance Certificate pursuant to (S)9.4(d) hereof then, for the period commencing on the Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the highest Applicable Margin set forth above. Asset Sale. Any one or series of related transactions on which any Person ---------- conveys, sells, transfers or otherwise disposes of, directly or indirectly, any of its properties, businesses or assets (including the sale or issuance of capital stock of any Subsidiary other than to the Bor...
BANKBOSTON, N. A. acting as agent for the Banks. ----- Agent's Fee. See (S)5.2 hereof. ----------- Agent's Special Counsel. Xxxxxxx Xxxx LLP or such other counsel as may be ----------------------- approved by the Agent.
BANKBOSTON, N. A. By --------------------------- Authorized Signature
BANKBOSTON, N. A. shall have not declined to fund any advance under the Parent/BKB Credit Agreement that was scheduled to be funded prior to, or is scheduled to be funded contemporaneously with, the then current Interim Steamboat Construction Project Advance;
BANKBOSTON, N. A. and the other lending -------- institutions listed on Schedule 1 to the Credit Agreement (collectively, the -------- - "Banks"), and (d) BANKBOSTON, N.A. as agent (the " Agent") for itself and the ----- ----- other Banks.
BANKBOSTON, N. A. By: ----------------------------------------- Debrx X. Xxxxx, Xxrector Address for Notices: BankBoston, N.A. 100 Xxxxxxx Xxxxxx, Xxil Stop: 01-09-05 Bostxx, Xxxxxxxxxxxxx 00000 Attention: Debrx X. Xxxxx, Xxrector Telecopier: (617) 000-0000 AGENT: BANKBOSTON, N.A., as Agent By: ----------------------------------------- Debrx X. Xxxxx, Xxrector Address for Notices: BankBoston, N.A. 100 Xxxxxxx Xxxxxx, Xxil Stop: 01-09-05 Bostxx, Xxxxxxxxxxxxx 00000 Attention: Debrx X. Xxxxx, Xxrector Telecopier: (617) 000-0000 62 BORROWERS: JERRY'S FAMOUS DELI, INC. By: ----------------------------------------- Title: JFD, INC. By: ----------------------------------------- Title: NATIONAL DELI CORPORATION By: ----------------------------------------- Title: JERRY'S FAMOUS DELI L.A., INC. By: ----------------------------------------- Title: EXHIBIT 2.1(a) REVOLVING NOTE $______________ Dated as of [ ], 1998 FOR VALUE RECEIVED, JERRY'S FAMOUS DELI, INC., JFD, INC., NATIONAL DELI CORPORATION and JERRY'S FAMOUS DELI L.A., INC. (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of [ ] (hereinafter, together with its successors in title and assigns, called the "Lender"), at the office of BankBoston, N.A. (the "Agent") pursuant to the Credit Agreement (as amended or extended from time to time, the "Credit Agreement"), dated as of September 11, 1998, among the Borrowers, the various financial institutions that are now or hereafter become Lenders under the Credit Agreement and the Agent, the principal sum of $________ or, if less, the aggregate unpaid principal amount of Revolving Loans advanced by the Lender to any of the Borrowers pursuant to the Credit Agreement, together with interest on the principal balance thereof from time to time outstanding from the date hereof until payment in full, without set-off, deduction or counterclaim, on the dates and in such amounts as specified in the Credit Agreement, and at the final maturity of this Note, whether by payment or prepayment, acceleration or otherwise. Interest accruing on the unpaid balance hereof from time to time shall be calculated on the basis of a 360-day year for the actual number of days elapsed. Overdue principal (whether at maturity, by reason of acceleration or otherwise) and, to the extent permitted by applicable law, overdue interest and fees or any other amounts payable under the Credit Agreement due to the Borrowers' failure to pay the same in full shall bear interest from a...
BANKBOSTON, N. A. (formerly known as The First National Bank of Boston), a national banking association, as agent (in such capacity the "Agent") for itself and the other financial institutions from time to time parties to the Loan Agreement referred to below (collectively, the "Banks"); and (d) the BANKS, amending certain provisions of the Loan Agreement dated as of April 14, 1997, by and among the Borrowers, the Guarantors, the Agent and the Banks (as amended or modified and in effect from time to time, the "Loan Agreement"). Terms not otherwise defined herein which are defined in the Loan Agreement shall have the respective meanings herein assigned to such terms in the Loan Agreement. In addition, FNBB, acting through its Frankfurt-am-Main branch office, hereby joins in this Amendment for the purposes set forth herein.
BANKBOSTON, N. A. (formerly known as The First National Bank of Boston), GENERALE BANK N.V., CREDIT LYONNAIS NEW YORK BRANCH and the other lending institutions listed on Schedule 1 to the Credit Agreement (as ---------- hereinafter defined) (collectively, the "Lenders"), amending certain provisions of the Amended and Restated Multicurrency Revolving Credit Agreement dated as of June 12, 1997 (as the same may be amended, modified, supplemented, and in effect from time to time, the "Credit Agreement") by and among the Company, Samsonite Europe, the Lenders, BANKBOSTON, N.A. as administrative agent for the Agents (as hereinafter defined) and the Lenders (the "Administrative Agent"), GENERALE BANK N.V. as documentation agent for the Agents and the Lenders (the "Documentation Agent"), CREDIT LYONNAIS NEW YORK BRANCH, as syndication agent for the Agents and the Lenders (the "Syndication Agent"), BANKBOSTON, N.A. as competitive bid agent for the Agents and the Lenders (the "Competitive Bid Agent"), GENERALE BANK N.V. as foreign agent for the Agents and the Lenders (the "Foreign Agent") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, BANQUE NATIONALE DE PARIS and KREDIETBANK N.V. as co-agents (the "Co-Agents", and, collectively with the Administrative Agent, the Documentation Agent, the Syndication Agent, the Competitive Bid Agent and the Foreign Agent, the "Agents"), and GENERALE BANK N.V. as fronting bank for the Lenders (the "Fronting Bank"). Terms not otherwise defined herein which are defined in the Credit Agreement shall have the same respective meanings herein as therein.
