Gentlemen. In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:
Gentlemen. As part of the sale of the shares of Common Stock of Pepper Capital, Corp. (the "Company") to the undersigned (the "Holder"), the Holder hereby represents, warrants, covenants and agrees, for the benefit of the Company and the holders of record (the "third party beneficiaries ") of the Company's outstanding securities, including the Company's Common Stock, $.0001 par value (the "Stock") at the date hereof and during the pendency of this letter agreement that the Holder will not transfer, sell, contract to sell, devise, gift, assign, pledge, hypothecate, distribute or grant any option to purchase or otherwise dispose of, directly or indirectly, its shares of Stock of the Company owned beneficially or otherwise by the Holder except in connection with or following completion of a merger, acquisition or other transaction by the Company resulting in the Company no longer being classified as a blank check company as defined in Section 7(b)(3) of the Securities Act of 1933, as amended. Any attempted sale, transfer or other disposition in violation of this letter agreement shall be null and void. The Holder further agrees that the Company (i) may instruct its transfer agent not to transfer such securities (ii) may provide a copy of this letter agreement to the Company's transfer agent for the purpose of instructing the Company's transfer agent to place a legend on the certificate(s) evidencing the securities subject hereto and disclosing that any transfer, sale, contract for sale, devise, gift, assignment, pledge or hypothecation of such securities is subject to the terms of this letter agreement and (iii) may issue stop-transfer instructions to its transfer agent for the period contemplated by this letter agreement for such securities. This letter agreement shall be binding upon the Holder, its agents, heirs, successors, assigns and beneficiaries. Any waiver by the Company of any of the terms and conditions of this letter agreement in any instance must be in writing and must be duly executed by the Company and the Holder and shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof. The Holder agrees that any breach of this letter agreement will cause the Company and the third party beneficiaries irreparable damage for which there is no adequate remedy at law. If there is a breach or threatened breach of this letter agreement by the Holder, the Holder hereby agrees that the Company and the third ...
Gentlemen. You have requested and we have agreed to grant you a $314,000 "reload" to the machinery term loan, which advance of $314,000 shall be repayable in accordance with the terms of the Fifth Amended and Restated Promissory Note, in the original principal amount of $945,000 (the "New Note"), which shall be executed by both Phoenix and GED. The principal balance of the New Note shall be made up of a $314,000 advance to repay the amount presently outstanding to you in excess of the contractual formulas in your Financing Agreements and the sum of approximately $631,000, representing the currently unpaid principal balance of the Fourth Amended and Restated Promissory Note, in the original principal amount of $825,000, dated January 11, 1995 (the "Old Note") on which both of you are liable as co-makers. As an inducement to us to make the advance set forth above, you agree to pay to us a facility fee in the amount of $3,000, which shall be charged to your account on the date hereof. Except as hereinabove set forth, the Financing Agreements shall remain unmodified and in full force and effect. Please indicate your agreement with the foregoing by signing and returning to us the enclosed copy of this letter. Very truly yours, THE CIT GROUP/CREDIT FINANCE, INC. By: /s/ --------------------------------- Title: VICE PRESIDENT ------------------------------ AGREED: PHOENIX LABORATORIES, INC. By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ GREAT EARTH DISTRIBUTION, INC. By: /s/ Xxx Xxxx --------------------------------- Title: PRES. ------------------------------ CONFIRMED: /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx /s/ Xxxxxx Xxxx ------------------------------------- Xxxxxx Xxxx EVERGOOD PRODUCTS CORPORATION By: /s/ Xxx Xxxx --------------------------------- Title: VP ------------------------------ FIFTH AMENDED AND RESTATED PROMISSORY NOTE $945,000 New York, New York June ____, 1996 FOR VALUE RECEIVED, PHOENIX LABORATORIES, INC. and GREAT EARTH DISTRIBUTION, INC. (individually and collectively the "Payor"), jointly and severally hereby promise to pay to the order of THE CIT GROUP/CREDIT FINANCE, INC., a Delaware corporation ("Payee"), at its offices located at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as Payee or any holder hereof may from time to time designate, the principal sum of NINE HUNDRED AND FORTY-FIVE THOUSAND DOLLARS ($945,000.00) in lawful money of the United States,...
Gentlemen. 1. We certify through our duly authorized and acting agent that the following item [or items, as the case may be] furnished by us to the Project named in the caption was [or were, as the case may be] started up, tested, and placed in operation by our authorized field representative on [enter the date on which the field representative performed the start-up, test, and placing into operation] and is [or are, as the case may be] operating properly: [List the item or items furnished to the job. Show catalogue number or numbers.]
Gentlemen. In connection with the captioned Agreement, and to induce Noto to enter into and complete the transactions contemplated by the xxxxioned Agreement, Automotive Group Realty, LLC, a wholly owned subsidiary of Penske Corporation ("AGR"), UAG, UAG Realty, LLC ("UAG Realty") and the Company have all agreed to execute and deliver to Noto this letter setting forth certain understandings with respect to xxx real property underlying the business operations of the Company and its subsidiaries. AGR currently holds title to the real property described on Schedule "A" attached hereto and all improvements thereon, along with any other real property acquired by AGR and used in connection with the business of the Company, (collectively referred to herein as the "Property" or "Properties"). The values reflected on Schedule A represent the investment in the properties made by AGR as of the date hereof (such amounts being referred to herein as the "Current Value"). Schedule "A" shall be amended and adjusted from time to time in order to reflect any additional investment by AGR in a Property or any other property used in connection with the Company's business. The Properties are currently leased by UAG Realty from AGR pursuant to a Lease Agreement dated September 29, 2000, as amended and as may be amended from time to time (the "Lease"), and the Company subleases the Properties from UAG Realty, LLC. In connection with the execution of this letter, UAG and Noto have entered into the Agreement which, among other things, servex xx convey a membership interest in the Company to Noto. AGR intends to convey to Noto a twenty percent (20%) share of axxxxciation in the Properties ix xxchange for Noto's guarantee of twenty percent (20%) of the rent payments due undxx xxx Lease, on the terms and conditions set forth below. So long as Noto is not in default of its obligations under the Agreement and UAG Xxxlty is not in default of its obligations under the Lease, upon the sale and transfer of all or any of the Properties by AGR, AGR shall pay to Noto promptly upon completion of any such sale or transfer an amount xxxxl to twenty percent (20%) of the positive difference between (i) the actual proceeds received by AGR on the date of the sale or transfer of the Property as sales price, net of all sales related costs including, but not limited to, transfer taxes, broker commissions and title policies, of the Property or Properties sold or otherwise transferred by AGR (the "Net Sale Proceeds"...
Gentlemen. For the account of Applicant we hereby establish this Irrevocable Letter of Credit No. _____________________ in your favor for an amount of up to $_______________ effective immediately, available by your drafts at sight when accompanied by (a) this Irrevocable Letter of Credit and (b) Beneficiary's statement purportedly signed by an officer of Beneficiary or Beneficiary's authorized managing agent, stating: "The amount of this drawing under Irrevocable Letter of Credit No. _____________ is being drawn pursuant to Lease dated __________________ ____ 200_, by and between 111 Chelsea LLC as Landlord and _____________________ as Tenant." All drafts must be marked "Drawn under ____________________ Bank, Irrevocable Letter of Credit No. ____________ dated ______ __, 200_." It is a condition of this Irrevocable Letter of Credit that it shall be fully transferable by Beneficiary without any fees or charges payable by Beneficiary in connection therewith. It is a condition of this Irrevocable Letter of Credit that it shall be automatically extended for additional periods of one year from the present or future expiry date, unless at least thirty (30) days prior to such expiry date we notify you in writing by certified or registered mail, return receipt requested, at the above address, that we elect not to renew this Irrevocable Letter of Credit for such additional period. Upon receipt by you of such notice you may draw drafts on us at sight for an amount not to exceed the balance remaining in this Irrevocable Letter of Credit within the then applicable expiry date. We hereby agree with you that drafts drawn under and in accordance with the terms of this Irrevocable Letter of Credit will be duly honored by us on delivery of this Irrevocable Letter of Credit and the document so specified, when presented at _____________________________ _____________________________ [address of Bank issuing this Letter of Credit - THIS ADDRESS MUST BE LOCATED IN MANHATTAN, OR WITHIN A REASONABLE DISTANCE THEREOF AS DETERMINED BY LANDLORD]. This credit is subject to the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce Publication No. 500; provided, however, that in the event an expiry date occurs during an interruption of our business of the type described in Article 17 of such publication, then such expiry date shall be deemed to be automatically extended until the date which shall be five (5) days after the resumption of our busine...
Gentlemen. Unless otherwise defined herein, capitalized terms used herein shall have the meanings attributable thereto in the Credit Agreement. This Notice of Borrowing is delivered to you pursuant to Section 2.02 of the Credit Agreement. The Borrower hereby requests a [Syndicated Borrowing] which is a [Euro-Dollar Borrowing] [Base Rate Borrowing] [Swing Loan Borrowing][Foreign Currency Borrowing in][SPECIFY FOREIGN CURRENCY] in the aggregate principal amount of [the Dollar Equivalent of] $ to be made on , , and for interest to accrue thereon at the rate established by the Credit Agreement for [Euro-Dollar Loans] [Base Rate Loans] [Foreign Currency Loans]. The duration of the Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6 months]. The Borrower has caused this Notice of Borrowing to be executed and delivered by its duly authorized officer this day of , . GUILFORD MILLS, INC. By: --------------------------------------------- Title: --------------------------------------- 100 EXHIBIT F --------- COMPLIANCE CERTIFICATE Reference is made to the Credit Agreement dated as of May 26, 2000 (as modified and supplemented and in effect from time to time, the "Credit Agreement") among Guilford Mills, Inc., the Banks from time to time parties thereto, Xxxxxxxx Xxxx, N.A., as Administrative Agent, First Union National Bank, as Syndication Agent and Bank One, N.A., as Documentation Agent. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement. Pursuant to Section 5.01(c) [or 5.05(a)]of the Credit Agreement, , the duly authorized of Guilford Mills, Inc., hereby (i) certifies to the Administrative Axxxx xxx xxx Xanks that the information contained in the Compliance Check List attached hereto is true, accurate and complete as of , , and that no Default is in existence on and as of the date hereof and (ii) restates and reaffirms that the representations and warranties contained in Article IV of the Credit Agreement are true on and as of the date hereof as though restated on and as of this date. GUILFORD MILLS, INC. (SEAL) By: --------------------------------------------- Title: --------------------------------------- 101
Gentlemen. Terms used herein but not otherwise defined herein shall have the meanings set forth in the Credit Agreement. Borrower desires to obtain an advance of proceeds of the Revolving Loan and the Mezzanine Loan to acquire property commonly known as Wxxxxx Ranch. Following such acquisition, Borrower would not be able to comply with the covenants set forth in Section 9.1(a) (the Debt to Total Asset Value Ratio), Section 9.1(b) (the Fixed Charge Coverage Ratio) and Section 9.1(c) (the Implied Debt Service Coverage Ratio) (collectively, the “Financial Covenants”). Borrower has requested that the Lenders provide a temporary waiver of the Financial Covenants. Based upon the foregoing and subject to the execution and delivery of this letter by Borrower, Guarantors, Agent and the Lenders, this letter shall confirm that the Lenders shall waive compliance with the Financial Covenants through the period ending December 31, 2006. Until such time as the Borrower is able to comply with the Financial Covenants, Borrower shall, except as otherwise provided in the Credit Agreement, cause the net proceeds of any Equity Issuance (gross proceeds less reasonable and customary costs of sale and issuance paid to Persons not Affiliates of any Obligor) to be paid to the Agent under the Mezzanine Loan Agreement for the account of the applicable lenders thereunder within three days of receipt of such proceeds as a prepayment of the Mezzanine Loans. In addition, Borrower acknowledges that the advance under the Loan with respect to Wxxxxx Ranch shall not exceed the amount advanced by Lenders at closing. Borrower further agrees that, in the event of an assignment by a Lender of its Note or any interest therein, Borrower shall upon the request of Agent obtain a UCC insurance policy satisfactory to Agent insuring the priority of Agent’s lien in the collateral pledged pursuant to the Pledge Agreement. By execution hereof Borrower and Guarantors certify that each such Person is and will be in compliance with all covenants under the Loan Documents after the execution and delivery of this letter, and that no Default or Event of Default has occurred and is continuing. Except as hereinabove set forth, all terms, covenants and provisions of the Credit Agreement and the other Loan Documents remain unaltered and in full force and effect and the parties hereto do hereby expressly ratify and confirm the Credit Agreement and the other Loan Documents. Nothing in this letter shall be deemed or construed to ...
Gentlemen. This certificate is submitted by the undersigned (hereinafter the "Borrower") pursuant to SECTIONS 3.1.1.10 or 5.3.4 of the Loan Agreement. Capitalized terms used herein have the same meaning as in the Loan Agreement. The Borrower hereby certifies to the Agent and the Lenders that the following information is true, accurate and complete as of , 19 .
Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for,...
