CompUSA 2011 Annual Report Download - page 105

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8. Conditions Precedent to Effectiveness of this Amendment . This Amendment shall become effective on the date (the “
Amendment
No. 1 Effective Date
”)
upon which the Administrative Agents have received the following in form and substance satisfactory to the Administrative
Agents and their counsel:
(a) eight (8) counterparts of this Amendment duly executed and delivered by each Loan Party and Lenders;
(b) cash collateral in the amount of £1,080,000 (the “UK Cash Collateral”)
with respect to the outstanding UK Letters of Credit,
together with a fully executed cash collateral agreement and any other documents reasonably required by the Administrative Agents with respect to the
outstanding UK Letters of Credit;
(c) payment in full of all UK Revolving Loans, all accrued and unpaid interest thereon, accrued and unpaid fees and expenses thereon
and other Obligations (other than the US Obligations) together with accrued and unpaid interest thereon, all as set forth on Schedule 8(c) hereto;
(d) resolutions of the governing body of each US Borrower with respect to the increase of the US Revolving Commitment (the
“Revolver Increase”),
together with a certificate of each Borrower certifying that there have been no changes to the constitutive documents of such
Borrower since the Second Restatement Date, or if there have been changes, copies certified by such Borrower of all such changes;
(e) a certificate of all Loan Parties (other than UK Borrower) certifying that (x) no Default or Event of Default shall have occurred and
be continuing or shall occur as a result of such Revolver Increase and (y) the representations and warranties made by each Borrower in the Credit
Agreement and in the other Loan Documents are true and complete in all material respects with the same force and effect as if made on and as of such
date (or, to the extent any such representation or warranty specifically relates to an earlier date, such representation or warranty is true and complete in
all material respects as of such earlier date);
(f) amended and restated Notes for Lenders whose US Revolving Commitment will increase on the Amendment No. 1 Effective Date
to the extent requested by such Lender;
(g) four (4) counterparts of an agreement joining each New Subsidiary to the Credit Agreement as a Loan Guarantor and the Security
Agreement as a Grantor, duly executed by each New Subsidiary, together with Secretary’
s Certificates, constitutive organizational documents and
authorizing resolutions of each New Subsidiary and any other documents or information reasonably requested by US Administrative Agent with
respect thereto;
(h) stock or membership certificates (if any), as applicable, together with stock or membership powers executed in blank with respect
to the Equity Interests of the New Subsidiaries and Misco Germany, Inc.;
(i) four (4) counterparts of a fee letter with respect to this Amendment duly executed and delivered by each Loan Party and payment
in full of any and all fees described therein;
10