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EX-10.27 SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS

Lease Agreement

EX-10.27 SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS | Document Parties: ADVANCED EARTH TECHNOLOGY, INC | ATLANTECH ALABAMA INC | GEOPIER FOUNDATION COMPANY, INC | GEOTECHNICAL REINFORCEMENT COMPANY, INC | MERITEX PRODUCTS CORPORATION | NORTH AMERICAN GREEN, INC | TCO FUNDING CORP | TENSAR CORPORATION LLC | TENSAR EARTH TECHNOLOGIES, INC | TENSAR HOLDINGS, INC | TENSAR POLYTECHNOLOGIES, INC You are currently viewing:
This Lease Agreement involves

ADVANCED EARTH TECHNOLOGY, INC | ATLANTECH ALABAMA INC | GEOPIER FOUNDATION COMPANY, INC | GEOTECHNICAL REINFORCEMENT COMPANY, INC | MERITEX PRODUCTS CORPORATION | NORTH AMERICAN GREEN, INC | TCO FUNDING CORP | TENSAR CORPORATION LLC | TENSAR EARTH TECHNOLOGIES, INC | TENSAR HOLDINGS, INC | TENSAR POLYTECHNOLOGIES, INC

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Title: EX-10.27 SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS
Governing Law: New York     Date: 8/28/2007

EX-10.27 SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS, Parties: advanced earth technology  inc , atlantech alabama inc , geopier foundation company  inc , geotechnical reinforcement company  inc , meritex products corporation , north american green  inc , tco funding corp , tensar corporation llc , tensar earth technologies  inc , tensar holdings  inc , tensar polytechnologies  inc
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Exhibit 10.27
SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS
Dated as of June 28, 2006
     This SECOND AMENDMENT TO LEASE/PURCHASE FACILITIES DOCUMENTS (this “ Amendment ”) is among THE TENSAR CORPORATION LLC (“ Tensar ”), TCO FUNDING CORP. (“TCO”), CREDIT SUISSE as administrative agent (in such capacity, the “ Administrative Agent ”), and the other Tensar Parties party hereto.
PRELIMINARY STATEMENTS:
     A. Tensar, TCO and the Administrative Agent entered into a Working Capital Murabaha Facility Agreement, dated as of October 31, 2005 (as amended, supplemented or otherwise modified from time to time, the “ Commodities Purchase Agreement ”); capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Commodities Purchase Agreement; and
     B. Tensar has requested that TCO and the Administrative Agent amend the Commodities Purchase Agreement and the Reimbursement Letter to provide for a $5,000,000 increase in the aggregate amount of Guarantee Obligations and Aggregate Goods Undertakings which may be outstanding and to provide for the issuance of such Guarantee Obligations in pounds sterling or euros.
      NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
     1.  Amendments to Commodities Purchase Agreement . Subject to the satisfaction of the conditions set forth in Section 3 hereof:
          (a) Section 1.1 of the Commodities Purchase Agreement is hereby amended to add the following definitions in appropriate alphabetical order:
Alternative Currency ” shall mean pounds sterling and euros, provided that such currency at the time of any issuance or renewal, as applicable, of a Foreign L/C is freely tradeable and convertible into dollars.
Calculation Date ” shall mean, with respect to each Foreign Guarantee Obligation, during the period that such Foreign Guarantee Obligation is outstanding (or the Reimbursement Obligation in connection therewith has not been fully satisfied) (i) the last Business Day of a fiscal month of Tensar, (ii) the date on which such Guarantee Obligation is entered into or renewed, (iii) the date on which TCO is asked to pay amounts in respect of such Guarantee Obligations, (iv) each Value Date for a Goods Transaction (immediately prior to the payment of any amounts

 


 
due on such date), (v) the date of any Goods Purchase Request, (vi) the date on which the Obligations are accelerated pursuant to Article VI or Schedule 5, (vii) such other dates as Tensar may reasonably request from time to time, and (viii) such other dates as TCO or the Administrative Agent may select from time to time in their reasonable discretion.
Dollar Equivalent ” shall mean, at any time (i) as to any amount denominated in an Alternative Currency, the equivalent amount in dollars as determined on the basis of the Exchange Rate for the purchase of dollars with such Alternative Currency as of the most recent Calculation Date and (ii) as to any amount denominated in dollars, the amount thereof at such time.
EMU ” shall mean Economic and Monetary Union as contemplated in the Treaty on European Union.
EMU Legislation ” shall mean the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states, being in part legislative measures to implement EMU.
euro ” or “ ” shall mean the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.
Exchange Rate ” shall mean, on any day, with respect to any Alternative Currency, the spot rate at which Dollars are offered on such day by the Administrative Agent in New York, New York for such Alternative Currency.
Foreign Guarantee Obligations ” shall mean a Guarantee Obligation denominated in an Alternative Currency.
Judgment Currency ” shall have the meaning specified in Section 8.16(a).
Judgment Currency Conversion Date ” shall have the meaning specified in Section 8.16(a).

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pounds sterling ” or “£” shall mean lawful money of the United Kingdom.
          (b) The definition of “Reimbursement Obligation” contained in Section 1.1 of the Commodities Purchase Agreement is hereby amended to insert the following sentence at the end thereof: “The amount of any Reimbursement Obligation at any time shall be deemed to be the Dollar Equivalent of such Reimbursement Obligations as of the most recent Calculation Date”.
          (c) Section 2.3(b) of the Commodities Purchase Agreement is hereby amended to replace the number “$5,000,000” with the number “$10,000,000”.
          (d) The Commodities Purchase Agreement is hereby amended by adding the following new Section 8.16 at the end thereof:
8.16 Judgment Currency. The obligations of Tensar hereunder and under the other Lease/Purchase Facilities Documents to make payments in dollars shall not be discharged or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than dollars, except to the extent that such tender or recovery results in the effective receipt by TCO of the full amount of dollars expressed to be payable to TCO under this Agreement or the other Lease/Purchase Facilities Documents. If, for the purpose of obtaining or enforcing judgment in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than dollars (such other currency being hereinafter referred to as the “ Judgment Currency ”) an amount due in dollars, the conversion shall be made, at the rate of exchange prevailing, in each case, as of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the “ Judgment Currency Conversion Date ”).
(b) If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, Tensar covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of dollars which could have been purchased with the

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amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date.
     2.  Amendments to Reimbursement Letter . Subject to the satisfaction of the conditions set forth in Section 3 hereof:
          (a) The first paragraph of the Reimbursement Letter is hereby amended to replace the parenthetical in the third to last line thereof with the following “(as amended, supplemented or otherwise modified from time to time, the “Facility Agreement” ).
          (b) The third paragraph of the Reimbursement Letter is hereby amended (i) by replacing the number “$5,000,000” with the number “$10,000,000” and (ii) by adding the following sentence at the end thereof: “The amount of any Guarantee Obligation at any time shall be deemed to be the Dollar Equivalent of such Guarantee Obligations as of the most recent Calculation Date”.
          (c) The fourth paragraph of the Reimbursement Letter is hereby amended (i) by replacing the phrase “we have notified yo

 
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