Gentlemen. In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:
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. 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. In accordance with the provisions of Section 3.2 of the above-referenced Custodial Agreement, the undersigned, as Custodian, hereby certifies that it has received all of the items listed in Section 3.1 of the Custodial Agreement with respect to each Mortgage Loan identified on the Mortgage Loan Schedule (the "Mortgage Loan Schedule") attached hereto dated as of _______, 199_. Custodian confirms that the Mortgage Loan number in each Mortgage File conforms to the respective Mortgage Loan number listed on the Mortgage Loan Schedule and that the "Aggregate Outstanding Principal Amount" set forth above corresponds to like information contained on the Mortgage Loan Schedule. Any exceptions or deficiencies in a Mortgage File which are required by the Custodial Agreement to be reported are set forth in the Master Exception Report dated _________ , 199_ and made a part hereof. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Custodial Agreement. Custodian further certifies that as to each Mortgage Loan, Custodian holds the Mortgage Loan in its name as custodian for the benefit of [the Depositor] [the Trustee], without written notice (a) of any adverse claims, liens or encumbrances, (b) that any Mortgage Loan was overdue or has been dishonored, (c) of evidence on the face of any Mortgage Loan or other document in the Mortgage File of any security interest therein, or (d) of any defense against or claim to the Mortgage Loan by any other party. Custodian makes no representations or warranties as to the validity, legality, sufficiency, enforceability, genuineness or prior recorded status of any of the documents contained in each Mortgage File or the collectability, insurability, effectiveness or suitability of any Mortgage Loan. Custodian confirms that it holds each Mortgage Loan and the other documents in the related Mortgage File for the benefit of [the Depositor][the Trustee] and its transferees from time to time. Custodian hereby acknowledges and agrees that it is holding such Mortgage Loans now and hereafter, from time to time, in its custody or control as agent and bailee for the [Depositor][the Trustee], if the transfer of Mortgage Loans is deemed not to be an absolute transfer of such Mortgage Loans, subject to the continuing pledge and security interest granted by [Originator][Depositor] to [the Depositor][the Trustee] under the [Transfer Agreement] [Pooling and Servicing Agreement]. Upon repurchase or substituti...
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. 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. 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,...
Gentlemen. Pursuant to the Agreement, the undersigned desire to (check one): ______ Borrow on _________________, ______, an aggregate principal amount of $____________ as a (check one) ____ Facility A Loan, or ____ Facility B Loan, or ____ Facility C Loan, and if a Facility B Loan or Facility C Loan, such Loan shall be (check one) ____ a Prime Loan or ____ a LIBOR Loan for an Interest Period of ____ months. OR ______ Convert $_________________ of its outstanding Prime Loans under (check one) ____ Facility B or ____ Facility C on __________________, _____ to a LIBOR Loan for an Interest Period of ______________ months. OR ______ Convert $_____________ of its LIBOR Loan under (check one) ____ Facility B or ____ Facility C with an Interest Period expiring on _____________, ______ to a Prime Loan on such date and to extend $________________ of such LIBOR Loan under (check one) ____ Facility B or ____ Facility C as a new LIBOR Loan for an Interest Period of _____ months commencing on such date. 22 VIRBAC CORPORATION PAGE 37 EXHIBIT I - CREDIT AGREEMENT AMENDMENT Accordingly, the undersigned request that you make available to the undersigned said amount on said date. The undersigned hereby represent and warrant to you that as of the date hereof all of the representations and warranties of each of the undersigned contained in the Agreement are true and correct and no Default or Event of Default (as defined in the Agreement) has occurred and is continuing, and that no such Default or Event of Default will result from the loan requested hereby. Very truly yours, VIRBAC CORPORATION PM RESOURCES, INC. ST. JON XXXORATORIES, INC. VIRBAC AH, INC. FRANCODEX LABORATORIES, INC. By: ---------------------------------------- Josexx Xxxxxxxx, Xxief Financial Officer 23 VIRBAC CORPORATION PAGE 38 EXHIBIT I - CREDIT AGREEMENT AMENDMENT EXHIBIT C Revolving Credit Note $12,100,000.00 St. Louis, Missouri April 4, 2001 FOR VALUE RECEIVED, on July 31, 2003 (or such subsequent anniversary thereof as determined pursuant to Section 3.16 of the Loan Agreement (hereinafter identified)), the undersigned, VIRBAC CORPORATION, a Delaware corporation (formerly known as Agri-Nutrition Group Limited), PM RESOURCES, INC., a Missouri corporation, ST. JON XXXORATORIES, INC., a California corporation, FRANCODEX LABORATORIES, INC., a Kansas corporation and VIRBAC AH, INC., a Delaware corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of FIRST BANK, a Missouri s...
Gentlemen. We have acted as Counsel to GB&T in connection with the Merger Agreement. This opinion letter is furnished to you pursuant to the provisions of Section 9.1(f) of the Merger Agreement, and terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Merger Agreement. In our capacity as such Counsel, we have participated in the preparation and execution of the Merger Agreement, its Schedules and Exhibits. In addition, we have (a) conferred with officers and agents of GB&T; (b) examined such corporate documents, records and certificates of GB&T, including the Articles of Incorporation, the Bylaws and the proceedings under which the transactions contemplated by the Merger Agreement were approved; (c) and examined such Federal and State laws, rule and regulations, and made such other investigations as we have deemed necessary or appropriate for the purposes of rendering this opinion. In addition we have also made such examination of LCB's documents and records as we deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures and the authenticity of all materials submitted to us as originals and their conformity with the originals of all materials submitted to us as copies. We have further assumed (a) the due authorization, execution and delivery by all parties other than GB&T of all agreements and documents that are to be executed and delivered by such other parties pursuant thereto; (b) the accuracy of the representations and warranties made by GB&T, as applicable, in or pursuant to the Merger Agreement; and (c) that the Merger Agreement and documents related thereto are valid, binding and enforceable obligations of all of the parties thereto other than GB&T. As to matters of fact relative to conclusions of law, we have relied, to the extent reasonably necessary, upon information supplied by GB&T and upon certificates and other statements of public officials and upon certifications furnished us by Counsel for LCB. Based upon and subject to the foregoing, we are of the opinion that:
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 .
