Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower; (ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party; (iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender; (vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and (vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. (d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid. (e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Plains Gp Holdings Lp), 364 Day Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender Lender, each Borrower and BorrowerPAA;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Loan Party is a party;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for BorrowerBorrowers and PAA, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to BorrowerBorrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (bd) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current PAA Debt Ratings; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of BorrowerPAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This The Amendment Effective Date and the Amendment and Restatement effected pursuant to this Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party to this Agreement either (i) a counterpart hereof signed on behalf of such party or (ii) written evidence satisfactory to the following, each Administrative Agent (which may include telecopy transmission of which a signed signature page) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall be originals, telecopies or other electronic copies have received a favorable written opinion (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of addressed to the Borrower, if applicable, each Administrative Agent and the Lenders and dated the Amendment Effective Date (or, in the case Date) of certificates each of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this AmendmentCravath, sufficient in number for distribution Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Administrative AgentBorrower and the Guarantors, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) Lic. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.▇, General Counsel for Borrowerto the Borrower and the Guarantors, and (Biii) ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ y ▇▇▇▇▇, S.C., special Mexican counsel to the Borrower and the Guarantors, substantially in the form of Exhibits ▇-▇, ▇-▇ and B-3, respectively. The Borrower requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) ▇▇▇▇▇ ▇▇▇▇ & ▇▇ L.L.P.▇▇▇▇▇▇▇, special Texas and New York counsel to Borrower, addressed to the Administrative Agent and (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇, S.C. special Mexican counsel to the Administrative Agent, substantially in the form of Exhibits C-1 and C-2, respectively, in each Lender;case covering such matters relating to the Loan Documents as the Required Lenders may reasonably request. The Borrower requests such counsel to deliver such opinions.
(vid) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) The Administrative Agent shall have received such documents and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions certificates as the Administrative Agent or its counsel may reasonably require.
request relating to (bi) All consentsthe organization, licenses existence and approvals required in connection with good standing of each Credit Party, (ii) the executionauthorization of the Borrowing hereunder (including the execution and delivery of, delivery and performance by Borrower and the validity against Borrower such Credit Party of this Amendment and its obligations under, each of the other Loan Documents Document to which it is a party shall have been obtained party) and shall be any other transactions contemplated hereby and (iii) any other legal matters relating to the Credit Parties, the Loan Documents or such other transactions, all in full force form and effectsubstance satisfactory to the Administrative Agent and its counsel.
(ce) There The Administrative Agent shall not have occurred during the period from December 31received a certificate, 2016 through and including dated the Amendment Effective Date and signed by the President, a Vice President or an Officer of the Borrower, confirming compliance with the conditions set forth in clauses (l) and (m) of this Section.
(f) The Credit Parties shall have paid all fees and other amounts due and payable to the Lender Parties on or before the Amendment Effective Date, including, to the extent invoiced, all out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of counsel for the Administrative Agent and local counsel for the Lenders) required to be reimbursed or paid by any Credit Party under the Loan Documents.
(g) The Administrative Agent shall have received (i) any event or condition that has had or could reasonably be expectedthe Accession Agreement dated as of September 24, either individually or 2004 among the Borrower, the Collateral and Intercreditor Agent, the Grantor Subsidiaries party to the Original Loan Agreement, and the Administrative Agent, as supplemented by the Accession Agreement dated as of February 24, 2005, substantially in the aggregateform attached as Exhibit D hereto, duly completed with respect to have a Material Adverse Effectthe Obligations under this Agreement and the Notes and duly executed by the Borrower, or the Collateral and Intercreditor Agent, and the Administrative Agent, on behalf of itself and the Lenders, pursuant to this Agreement (together, the “Secured Party Accession Agreement”) and (ii) any actionevidence reasonably satisfactory to it of the satisfaction of the conditions set forth in Section 7.1 the Master Collateral and Intercreditor Agreement with respect to such Obligations being treated as “Secured Obligations” thereunder.
(h) The Administrative Agent shall have received certification, suitsubstantially in the form of Exhibit F hereto, investigation, proceeding, claim or dispute pending or, as to the knowledge financial condition and solvency of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of and its Subsidiaries from the Chief Financial Officer of the Borrower.
(i) No changes or against any developments shall have occurred, and no new or additional information, shall have been received or discovered by the Administrative Agent or the Lenders regarding the Borrower and its Subsidiaries after January 31, 2005 as a result of their properties continuing investigation or revenues otherwise that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(dj) Any fees due There shall not have occurred a material adverse change in the Lead Arrangerbusiness, Administrative Agent assets, properties, liabilities (actual and contingent), operations, condition (financial or any Lenderotherwise) or prospects of the Borrower and its Subsidiaries, including any arrangement feestaken as a whole, agency fees and upfront feessince December 31, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date 2003.
(k) CT Corporation System shall have been paidappointed as Process Agent for the period through the Maturity Date in accordance with Section 9.09(d).
(el) Borrower The representations and warranties of each Credit Party set forth in the Loan Documents shall have paid be true in all reasonable fees, charges material respects on and disbursements as of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with .
(m) After giving effect to the conditions specified in this §3.1Amendment and Restatement, each Lender that has signed this Amendment no Default shall have occurred and be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the continuing.
(n) The Administrative Agent shall have received notice from such Lender prior the fee referred to in Section 2.07(c) for the proposed accounts of the Existing Lenders. Promptly after the Amendment Effective Date specifying its objection thereto and occurs, the Administrative Agent hereby agrees to promptly provide shall notify the Borrower with a copy of any and the Lenders thereof, and such notice received by shall be conclusive and binding. Notwithstanding the Administrative Agentforegoing, the Amendment and Restatement shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 9.02) before 5:00 p.m., New York City time, on March 1, 2005.
Appears in 2 contracts
Sources: Loan Agreement (Vitro Sa De Cv), Loan Agreement (Vitro Sa De Cv)
Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:):
(ai) The the Administrative Agent’s receipt Agent shall have received counterparty signature pages of the following, this Amendment from each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicableeach Guarantor, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) 2025 Refinancing Term Lender and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower2025 Refinancing Revolving Credit Lender;
(ii) if so requested within three Business Days prior the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date, Date or a Note executed recent date prior thereto by Borrower in favor the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each requesting Lender;
Loan Party; (iiiC) such certificates copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Board of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity Directors of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered pursuant executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to this § 3.1 the U.K. Borrower and, with respect to which Borrower is a party;
(iv) any other Loan Party, to the extent applicable and available in such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its Loan Party’s jurisdiction of organization, issued by a good standing certificate from the appropriate authorities applicable Governmental Authority of such jurisdictioneach Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto;
(viii) favorable opinions the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇ ▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Esq., General Counsel special United States counsel for Borrower, the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇ L.L.P.(UK) LLP, special Texas English legal advisers for the Company as to capacity of the Designated Borrower and New York counsel UK Borrower to Borrowerenter this Amendment, addressed to dated as of the Amendment Effective Date.
(iv) the Administrative Agent and each Lender;
(vi) shall have received a certificate signed by a Responsible Officer of Borrower the Company certifying (Aa) that the conditions specified in Section 4.02(aSections 5(b) and (bc) of the Credit Agreement have been satisfied, satisfied and (Bb) that there has been no event or circumstance since December 31September 28, 2016 2024 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect;
(v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (Cb) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full;
(vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the current Debt Ratings; andRevolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full;
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid.) by the Company to the Administrative Agent on the Amendment Effective Date;
(eviii) Borrower The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement;
(ix) The Company shall have paid all reasonable fees, charges and disbursements of counsel ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date);
(x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent invoiced the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date. For ; and
(xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied).
(b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this §3.1Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentthereto.
Appears in 2 contracts
Sources: Refinancing Amendment (Hologic Inc), Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (Hologic Inc)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if as applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this AmendmentAmendment from each Borrower, PCLPULC, Administrative Agent and Lenders, sufficient in number for distribution to the Administrative Agent, each Lender and Borrowerthe Company;
(ii) if so requested within at least three Business Days prior to the Amendment Effective Date, a Swing Line Note executed by Borrower PCLPULC in favor of the Swing Line Lender and a Committed Loan Note executed by PCLPULC in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower PCLPULC as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Amendment, the Credit Agreement and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower PCLPULC is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are PCLPULC is duly organized or formed, and that Borrower PCLPULC is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇R▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowerthe Company and PCLPULC, and (B) V▇▇▇▇▇ & E▇▇▇▇▇ L.L.P.LLP, special Texas and New York counsel to Borrowerthe Company and PCLPULC, and (C) C▇▇ ▇▇▇▇▇▇, special Canadian counsel to PCLPULC, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in PCLPULC is a wholly-owned Subsidiary of the aggregate, a Material Adverse Effect Company and (C) the current Debt RatingsPCLPULC’s true and correct Canadian corporate access number and jurisdiction of organization; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes .
(i) Upon the reasonable request of determining compliance any Lender made at least five days prior to the Amendment Effective Date, the Company shall have provided to such Lender with respect to PCLPULC, and such Lender shall be reasonably satisfied with, the conditions specified documentation and other information so requested with respect to PCLPULC in this §3.1connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three days prior to the Amendment Effective Date, and (ii) if PCLPULC qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, PCLPULC shall have delivered, to each Lender that has signed this Amendment shall be deemed so requests, a Beneficial Ownership Certification in relation to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentit.
Appears in 2 contracts
Sources: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Fourth Amendment Effective Date”), upon the satisfaction of ) on which the following conditions precedent:have been satisfied (or waived by the Administrative Agent):
(a) a. The Administrative Agent’s receipt Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originalsi) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable(ii) the Administrative Agent and (iii) the Fourth Amendment Increasing Lenders;
b. The Administrative Agent shall have also received:
i. customary written opinions, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A1) White & Case LLP and (2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) & C▇▇▇▇▇ ▇▇▇▇▇ L.L.P.P.C., each as special Texas and New York counsel to Borrowerthe Credit Parties;
ii. a certificate of an Authorized Officer of each Credit Party dated the Fourth Amendment Effective Date and certifying:
A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (and with respect to any articles of incorporation or formation (or equivalent document), addressed as applicable, certified to be true and complete as of a recent date prior to the Administrative Agent Fourth Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) certified by a secretary or other Authorized Officer of such Credit Party to be true and each Lendercorrect as of the Fourth Amendment Effective Date (or solely with respect to the bylaws, operating agreement or equivalent governing document, as applicable, of such Credit Party, that such Credit Party has not modified its bylaws, operating agreement or equivalent governing document, as applicable, since the Third Amendment Effective Date);
(vi) B. that attached thereto is a certificate signed by a Responsible Officer true and complete copy of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) resolutions of the such Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with Party authorizing the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and any other document delivered in connection herewith on the Fourth Amendment Effective Date;
(1) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment or (2) that the incumbency and specimen signature of each Authorized Officer has not changed since the Third Amendment Effective Date; and
D. that attached thereto is a good standing certificate, certificate of status or analogous certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the Fourth Amendment Effective Date;
iii. if requested by a Fourth Amendment Increasing Lender, the Administrative Agent and such Fourth Amendment Increasing Lender shall have received a duly-executed Revolving Credit Note or amended and restated Revolving Credit Note, as applicable;
iv. a certificate duly executed by an Authorized Officer of the Borrower on the Fourth Amendment Effective Date certifying that (a) no Default or Event of Default shall then exist or immediately after the Fourth Amendment Effective Date would exist and (b) each of the other Loan Documents to which it is a party shall have been obtained representations and warranties contained in Article VI of the Existing Credit Agreement shall be in full force true and effect.
(c) There shall not have occurred during correct as if made on and as of the period from December 31, 2016 through and including the Fourth Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, except to the knowledge of Borrower, threatened in writing, at lawextent that any thereof expressly relate to a specific earlier date, in equity, in arbitration or before any Governmental Authoritywhich case such representations and warranties shall be true and correct as of such earlier date);
v. the results of a recent search, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in a Person satisfactory to the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in each casethe appropriate jurisdictions, together with copies of all such filings disclosed by such search; and
c. The Administrative Agent and the Fourth Amendment Increasing Lenders (or their affiliates, as agreed in writing by Borrower, applicable) shall have received payment of all fees required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel pursuant to the Administrative Agent fee letter, dated as of April 17, 2025, and reasonable and documented out-of-pocket expenses to the extent invoiced in reasonable detail at least one business day prior to the Fourth Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments and transactions set forth in Sections 2 and 3, the making of the 2026 Initial Term Loans and effectiveness of the 2026 Delayed Draw Term Commitments, in each case, are subject to the satisfaction or waiver of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:):
(ai) The the Administrative Agent’s receipt Agent (or counsel) shall have received from each Loan Party (A) either (1) a counterpart of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the this Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period signed on behalf of such financial statementsparty or (B) and each in form and substance reasonably written evidence satisfactory to the Administrative Agent:
(i) executed counterparts Agent that such party has signed a counterpart of this Amendment, sufficient Amendment and (2) a Borrowing Request as described in number for distribution to Section 2.03(a) of the Administrative Agent, each Lender and BorrowerAmended Credit Agreement;
(ii) if so requested within three Business Days prior to the Administrative Agent shall have received (A) a certificate of each Loan Party, dated the Amendment Effective Date, a Note executed by Borrower in favor which shall (1) certify the resolutions of each requesting Lender;
(iii) such certificates its board of resolutions directors, members or other actionbody authorizing the execution, incumbency certificates and/or other certificates delivery and performance of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant executed in connection with this Amendment, (2) identify by name and title and bear the signatures of the officers of such Loan Party authorized to this § 3.1 sign the Loan Documents to which Borrower it is a partyparty and (3) contain appropriate attachments, including the Organizational Documents of each Loan Party certified, if applicable, by the relevant authority of the jurisdiction of organization of such Loan Party, (B) a good standing certificate (if relevant) as of a recent date for each Loan Party from its jurisdiction of organization and (C) a Solvency Certificate;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrowershall have received a customary opinion of ▇▇▇▇▇▇▇, General Partner and GP LLC are duly organized or formedArps, and that Borrower is validly existing and in good standing in its jurisdiction of organizationSlate, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇& ▇▇▇▇ ▇▇▇▇▇ L.L.P.LLP, special Texas and New York United States counsel to Borrower, addressed to for the Loan Parties;
(iv) the Administrative Agent and each Lender;
(vi) shall have received a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Section 4.02(a4(b) and (bc) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and;
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(dv) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid.) by the Borrower to the Administrative Agent on the Amendment Effective Date;
(evi) The Borrower shall have paid all reasonable fees, charges and disbursements of counsel ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (vi) shall be paid by the Borrower to the Administrative Agent on the Amendment Effective Date);
(vii) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent invoiced the Borrower shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date. ; and
(b) For purposes of determining compliance with the conditions specified in this §3.1Section 5(a) hereof, each existing Revolving Lender, Initial Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender and Issuing Bank that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such existing Revolving Lender, Initial Term Lender, 2026 Initial Term Lender, 2026 Delayed Draw Term Lender, Swing Line Lender and Issuing Bank, as the case may be, prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentthereto.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Third Amendment Effective Date”), upon the satisfaction of ) on which the following conditions precedenthave been satisfied (or waived by the Administrative Agent):
a. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent and (iii) the Lenders;
b. The Project Everest Acquisition Conditions shall have been satisfied;
c. The Administrative Agent shall have also received:
(a) The i. customary written opinions, in form and substance satisfactory to the Administrative Agent’s receipt , of the following(1) White & Case LLP and (2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ & C▇▇▇▇▇ P.C., each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly as special counsel to the Credit Parties;
ii. a certificate duly executed by a Responsible an Authorized Officer of the BorrowerBorrower as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Project Everest Acquisition;
iii. a certificate of an Authorized Officer of each Credit Party dated the Third Amendment Effective Date and certifying:
A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (and with respect to any articles of incorporation or formation (or equivalent document), if as applicable, certified to be true and complete as of a recent date prior to the Third Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) and certified by a secretary or other Authorized Officer of such Credit Party to be true and correct as of the Third Amendment Effective Date;
B. that attached thereto is a true and complete copy of resolutions of such Credit Party authorizing the execution, delivery and performance of this Amendment and any other document delivered in connection herewith on the Third Amendment Effective Date;
C. as to the incumbency and specimen signature of each Authorized Officer executing this Amendment (together with a certificate of another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this Section 3(c)(iii)); and
D. that attached thereto is a good standing certificate, certificate of status or analogous certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the Third Amendment Effective Date;
iv. if requested by a Project Everest Incremental Revolving Lender, the Administrative Agent and such Project Everest Incremental Revolving Lender shall have received a duly-executed amended and restated Revolving Credit Note;
v. a certificate duly executed by an Authorized Officer of the Borrower certifying as to the matters set forth in paragraph (b) of this Section 3;
vi. a Notice of Loan with respect to the Project Everest Incremental Revolving Loans and any other Revolving Loans to be borrowed on the Third Amendment Effective Date (orwhich such other Revolving Loans under the Existing Credit Agreement not to exceed $150,000,000);
vii. the results of a recent search, by a Person satisfactory to the Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the case appropriate jurisdictions, together with copies of certificates all such filings disclosed by such search;
viii. payoff and release documentation relating to all outstanding indebtedness of governmental officialsEnercon Technologies Ltd., a recent date before company organized under the Amendment Effective Date and in laws of the case State of financial statementsIsrael, required to be paid off pursuant to the date or period terms of such financial statements) and each the Project Everest Acquisition Agreement, in form and substance reasonably satisfactory to the Administrative Agent:; and
d. The Administrative Agent and the Project Everest Incremental Revolving Lenders (ior their affiliates, as applicable) executed counterparts shall have received payment of this Amendment, sufficient in number for distribution all fees required to be paid pursuant to the Administrative Agentfee letter, each Lender and Borrower;
(ii) if so requested within three Business Days prior to dated as of the Second Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment reasonable and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any documented out-of-pocket expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced in reasonable detail at least one business day prior to the Third Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective be binding upon all parties to the Credit Agreement as of the date first written above (the “Amendment Effective Date”), upon ) that Administrative Agent receives the satisfaction of the following conditions precedentfollowing:
(a) The sufficient counterparts of this Amendment, executed and delivered to Administrative Agent by (i) each Obligor, (ii) Administrative Agent’s receipt , (iii) Issuing Bank, and (iv) Required Lenders;
(b) (i) from each of NOARK and AAPL2, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may require, certifying: (A) resolutions authorizing the execution and performance of this Amendment and the other Loan Documents that such Person is executing in connection herewith; (B) the incumbency and signature of the followingofficer executing such documents; and (C) a copy of such Person’s organizational documents; and (ii) from Borrower, each such certificates of which shall be originalssecretary, telecopies assistant secretary, manager, or other electronic copies general partner, as applicable, as the Administrative Agent may require, certifying resolutions authorizing the execution of the Stock Purchase Agreement and the performance of the Transactions;
(followed promptly by originalsc) unless otherwise specified, each properly executed by a Responsible Officer of from the Borrower, if applicablethe Stock Purchase Agreement and each other agreement, each dated document and instrument executed and delivered any Obligor and any counterparty thereto in connection with the Transaction (collectively, the “Transaction Documents”), together with all schedules and exhibits to such Transaction Documents (as supplemented or amended prior to the Amendment Effective Date (orDate), in the case of certificates of governmental officialscertified as true and complete, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and BorrowerCo-Lead Arrangers;
(iid) if so requested within three Business Days prior to a duly completed compliance certificate, dated as of the Amendment Effective Date, a Note executed by Borrower substantially in favor the form of each requesting Lender;
Exhibit C to the Credit Agreement, demonstrating pro forma compliance with Sections 9.13, 9.14, and 9.15 of the Credit Agreement as of the end of the fiscal quarter ending December 31, 2005, after giving effect to the Transaction and after giving effect to any Indebtedness (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as including the Administrative Agent may reasonably require evidencing obligations under the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Credit Agreement and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a partyDocuments) incurred in connection therewith;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;
(vie) a certificate signed by a Responsible Officer of Borrower certifying Borrower, dated as of the Amendment Effective Date, certifying: (Aa) that the conditions specified in Section 4.02(a) and closing of the Transaction is being consummated on such date; (b) revised Schedules to the Credit Agreement, as applicable; (c) that after giving effect to this Amendment and the revised Schedules to the Credit Agreement, both before and after taking into account the Transaction, the representations and warranties contained in Article VII of the Credit Agreement have been satisfied, and in the Security Instruments are true and correct in all material respects on and as of such date except to the extent such representations and warranties relate solely to an earlier date; (Bd) that there after giving effect to this Amendment, both before and after giving effect to the Transaction, no Default or Event of Default has been no event or circumstance occurred and is continuing as of such date; (e) that since December 31, 2016 that 2004, there has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a no “Material Adverse Effect” (as such term is defined in the Stock Purchase Agreement) with respect to the Borrower; and (f) that there are no actions, suits, investigations or (ii) any action, suit, investigation, proceeding, claim or dispute proceedings pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration any court or before any Governmental Authority, arbitrator or governmental authority by or against Borrower Borrower, any Guarantor, or any of its Subsidiaries or against any of their properties or revenues respective properties, that either individually or in the aggregate(i) if adversely determined, could reasonably be expected to have materially and adversely affect Borrower, any Guarantor, or the Mortgaged Property, taken as a Material Adverse Effect.whole, or the Shares, or (ii) seek to affect or pertain to any transaction contemplated hereby, the Transaction, or the ability of Borrower or any Guarantor to perform its obligations under the Loan Documents;
(df) Any fees due the Lead Arrangera Pledge, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront feesAssignment, and any expenses incurred Security Agreement executed by AAPL2 in favor of the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before for the Amendment Effective Date shall have been paid.benefit of the Lenders;
(eg) Borrower shall have paid all reasonable feesa Pledge, charges Assignment, and disbursements Security Agreement executed by NOARK in favor of the Administrative Agent, for the benefit of the Lenders;
(h) a Guaranty Agreement executed by AAPL2 in favor of the Administrative Agent, for the benefit of the Lenders;
(i) a Guaranty Agreement executed by NOARK in favor of the Administrative Agent, for the benefit of the Lenders;
(j) an opinion of counsel to the Administrative Agent Obligors (including local counsel) acceptable to the extent invoiced prior Co-Lead Arrangers, with respect to the Amendment Effective Date. For purposes existence of determining compliance with the conditions specified Obligors, due authorization and execution of the Amendment, the Transaction Documents, and the other Loan Documents executed in this §3.1connection therewith, enforceability of the Amendment, the Transaction Documents, and such Loan Documents, including without limitation the Security Instruments executed by AAPL2 and NOARK, and other matters incident to the transactions herein contemplated as the Co-Lead Arrangers may reasonably request, each Lender that has signed this Amendment shall be deemed in form and substance satisfactory to have consented tothe Co-Lead Arrangers;
(k) appropriate UCC search certificates and other evidence satisfactory to the Co-Lead Arrangers with respect to the Obligors’ Properties reflecting no prior Liens, approved or accepted or to be satisfied withother than Excepted Liens;
(l) a letter from CT Corporation System, each document Inc., or other matter required thereunder agent acceptable to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent, accepting service of process in the State of New York on behalf of each of AAPL2 and NOARK;
(m) receipt of all fees and expenses due and payable by the Obligors hereunder; and
(n) such other agreements, certificates, documents and evidence of authority as Co-Lead Arrangers, any Lender or counsel to the Co-Lead Arrangers may reasonably request.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Atlas Pipeline Partners Lp)
Amendment Effective Date. This Amendment shall become be effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of provided the following conditions precedentprecedent are satisfied:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies originals or other electronic copies facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicableexecuted, each dated the same date as this Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in date of the case of financial statements, the date or period of such financial statementsAmendment) and each in form and substance reasonably satisfactory to the Administrative AgentAgent and its legal counsel:
(i) executed counterparts of this AmendmentAmendment and all other documents and instruments requested by Agent, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower amended and restated Notes in favor of each requesting Increasing Lender in form acceptable to Agent and the Increasing Lenders, to reflect the Revolving Commitment Increase as to each Increasing Lender;,
(iii) a corporate certificate with resolutions in the form required by Agent,
(iv) the legal opinion required by Section 2.04(a)(v) of the Credit Agreement,
(v) such other certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Authorized Officers of Borrower each Credit Party as the Administrative Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Authorized Officer thereof authorized to act as a Responsible an Authorized Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Credit Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;; and
(vi) a certificate signed by a Responsible Officer fully executed originals of Borrower certifying (the Ratification of and Amendment to Security Agreement and Release and Ratification of and Amendment to Subsidiary Guaranty, in the forms set forth on Schedules “1-A) that the conditions specified in Section 4.02(a) ” and “1-B”, respectively, attached hereto, for each party thereto;
(b) Agent’s receipt of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or consents, and opinions as the Administrative Agent reasonably may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.; and
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, Unless waived by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges expenses and disbursements of any law firm or other external counsel to the Administrative for Agent to the extent invoiced prior to the Amendment Effective Date. For purposes date hereof, plus such additional amounts of determining compliance with the conditions specified in this §3.1such fees, each Lender that has signed this Amendment expenses and disbursements as shall be deemed to have consented to, approved or accepted constitute its reasonable estimate thereof incurred or to be satisfied with, each document or other matter required thereunder incurred by it through the closing proceedings as to be consented to or approved by or acceptable or satisfactory to this Amendment (provided that such estimate shall not thereafter preclude a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto final settling of accounts between Borrower and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent).
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
Amendment Effective Date. This Amendment The obligations of the Lenders, the Issuing Bank and the Administrative Agent under this Agreement shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent’s receipt Agent shall have received a favorable written opinion dated as of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (orof Mayer, in Brown, ▇▇▇▇ & Maw LLP, special counsel for the case of certificates of governmental officialsLoan Parties, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:, and Holdings, the Borrower and the Subsidiaries hereby request such counsel to deliver such opinion.
(b) The Administrative Agent shall have received (i) executed counterparts a copy of this Amendmentthe certificate or articles of incorporation or other formation documents, sufficient in number for distribution including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the Administrative Agentgood standing of each Loan Party as of a recent date, each Lender and Borrower;
from such Secretary of State; (ii) if so requested within three Business Days prior to a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Amendment Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to in the case of the Borrower, addressed to that attached thereto is a true and complete copy of resolutions duly adopted by the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer Board of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) Directors of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with Borrower authorizing the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall party, the borrowings hereunder, and that such resolutions have not been obtained modified, rescinded or amended and shall be are in full force and effect, (C) that the certificate or articles of incorporation or other formation documents of the Borrower have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (i) above and (D) as to the incumbency and specimen signature of each officer of the Borrower executing any Loan Document or any other document delivered in connection herewith on behalf of the Borrower; (iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary of the Borrower executing the certificate pursuant to (ii) above.
(c) There The Administrative Agent shall not have occurred during the period from December 31received a certificate, 2016 through and including dated the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in and signed by a Financial Officer of the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened confirming compliance with the conditions precedent set forth in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any paragraphs (b) and (c) of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectSection 4.01.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from such Lender prior (i) this Agreement, executed and delivered by a duly authorized officer of each of Holdings and the Borrower and (ii) an Affirmation and Consent to the proposed Amendment Effective Date specifying its objection thereto Guarantee and Collateral Agreement, executed and delivered by a duly authorized officer of each of Holdings, the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentand each Subsidiary Guarantor.
Appears in 1 contract
Amendment Effective Date. This Amendment Except as set forth in Section 4.01 with respect to the provisions specified therein, this Amended Agreement shall become effective as of on the date first written above (the “Amendment Effective Date”), upon the satisfaction of on when all the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either 1) a counterpart of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period this Agreement signed on behalf of such financial statementsparty or 2) and each in form and substance written evidence reasonably satisfactory to the Administrative Agent:Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(ib) executed counterparts of this Amendment, sufficient in number for distribution The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, each Lender the Collateral Agent, the Issuing Banks and Borrower;
(ii) if so requested within three Business Days prior to the Lenders and dated the Amendment Effective Date, a Note executed by Borrower in favor ) of each requesting Lender;
(iii) such certificates of resolutions or other action▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, incumbency certificates and/or other certificates Esq., General Counsel of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Parties and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇Willkinson ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq.LLP, General Counsel special regulatory counsel for Borrowerthe Loan Parties, substantially in the forms of Exhibits ▇-▇, ▇-▇ and B-3, respectively, and covering such corporate, regulatory (Bincluding with respect to Governmental Authorizations) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.and other matters relating to the Wireline Companies, special Texas and New York the Loan Documents or the Directories Transactions as the Required Lenders or the Lead Arranger shall reasonably request. The Borrower hereby requests each such counsel to Borrowerdeliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, addressed existence and good standing of each Loan Party, the authorization of execution, delivery and performance of the Amended Agreement and any other legal matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender;its counsel.
(vid) The Administrative Agent shall have received a certificate certificate, dated the Amendment Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of Borrower certifying (A) that the Borrower, confirming compliance with the conditions specified set forth in Section 4.02(aparagraphs (a) and (b) of Section 4.03.
(e) The Administrative Agent shall have received all fees and other amounts due and payable by any Loan Party to any of the Credit Agreement Lender Parties on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by any Loan Party under the Loan Documents.
(f) The conditions set forth in Section 4.01 shall have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(bg) All consents, licenses and approvals required in connection with the execution, delivery and performance by The Borrower and the validity against Borrower of this Amendment and each shall have used all of the other Loan Documents net cash proceeds from the Debt Offering to which it is a party shall have been obtained and shall be in full force and effectprepay Tranche B Term Loans.
(ch) There shall not have occurred during All accrued interest on and other amounts (including amounts payable pursuant to Section 2.15 of the period from December 31, 2016 through and including Existing Credit Agreement) due in respect of the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge Tranche B Term Loans as of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(ei) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received notice from such Lender prior a Notice of Borrowing with respect to the proposed Tranche B-1 Term Loans to be made on the Amendment Effective Date.
(j) The Administrative Agent shall have received a notice of prepayment in respect of the Tranche B Term Loans in accordance with Section 2.10(f) of the Existing Credit Agreement. On the Amendment Effective Date, without further action by any of the parties thereto, the Existing Agreement will be automatically amended and restated to read as this Agreement reads. On and after the Amendment Effective Date, the rights and obligations of the parties hereto shall be governed by the provisions hereof. The rights and obligations of the parties with respect to the period before the Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees shall continue to promptly provide Borrower with a copy of any such notice received be governed by the Administrative Agentprovisions thereof as in effect before the Amendment Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Windstream Corp)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which Borrower such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowerof the Company and PAA, and (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowereach Borrower and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(viA) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015;
(vii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (bd) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (CD) the current PAA Debt RatingsRating; and
(viiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA, any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead ArrangerArrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by of the Lead Arranger Arrangers and Administrative Agent, in each case, as agreed in writing by Borrowerthe Company, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower the Company with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, Borrower and (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as The effectiveness of the date first written above (amendment and restatement of the “Amendment Effective Date”), upon Existing Credit Agreement provided for hereby is subject to the satisfaction receipt by the Administrative Agent of the following conditions precedent:
(a) The Administrative Agent’s receipt of the followingdocuments, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative AgentAgent in form and substance:
(a) Certified copies of the charter and by-laws of, and all corporate action taken by, the Company approving this Agreement and the Notes (if any) to be made by the Company, borrowings by the Company and the guarantee of the Company set forth in Section 11 hereof (including, without limitation, a certificate setting forth the resolutions of the Board of Directors of the Company adopted in respect of the transactions contemplated hereby).
(b) A certificate of the Company in respect of each of the officers (i) executed counterparts who is authorized to sign this Agreement, the Notes, Competitive Bid Requests, Designation Letters and Termination Letters, together with specimen signatures, and (ii) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of this Amendmentsigning documents and giving notices and other communications in connection herewith and with the Notes and the transactions contemplated hereby and thereby. The Administrative Agent and each Bank may conclusively rely on such certificate until they receive notice in writing from the Company to the contrary.
(c) An opinion of Schiff, sufficient Hardin & Waite, ▇▇▇cial Illinois counsel to the Company substantially in number for distribution the form of Exhibit A-1 hereto (and the Company hereby instructs such counsel to deliver such opinion to the Banks and the Administrative Agent, each Lender ); and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor an opinion of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) Dale ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.., special Texas and New York general counsel to Borrowerthe Company, addressed substantially in the form of Exhibit A-2 hereto (and the Company hereby instructs such counsel to deliver such opinion to the Administrative Agent Banks and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAgent).
(d) Any fees due An opinion of Milbank, Tweed, Hadle▇ & ▇▇Clo▇, ▇▇▇cial New York counsel to the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees Banks and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, substantially in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paidform of Exhibit B hereto.
(e) Borrower All principal of and interest on any Syndicated Loans outstanding under the Existing Credit Agreement and all fees payable under the Existing Credit Agreement shall have been paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentfull.
Appears in 1 contract
Sources: Credit Agreement (Newell Co)
Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:):
(ai) The the Administrative Agent’s receipt Agent shall have received counterparty signature pages of the following, this Amendment from each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if each Guarantor, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, each dated and, to the extent applicable, certified as of the Amendment Effective Date (or, in the case of certificates of governmental officials, or a recent date before prior thereto by the Amendment Effective Date appropriate Governmental Authority; (B) signature and in incumbency certificates of the case of financial statements, the date or period officers of such financial statements) and each in form and substance reasonably satisfactory to Persons executing the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor Loan Documents on behalf of each requesting Lender;
Loan Party; (iiiC) such certificates copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Board of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity Directors of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with Loan Party approving and authorizing the execution, delivery and performance of this Amendment and the other Loan Documents delivered pursuant executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to this § 3.1 the U.K. Borrower and, with respect to which Borrower is a party;
(iv) any other Loan Party, to the extent applicable and available in such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its Loan Party’s jurisdiction of organization, issued by a good standing certificate from the appropriate authorities applicable Governmental Authority of such jurisdiction;
each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (viii) favorable opinions the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇ ▇, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Esq., General Counsel special United States counsel for Borrower, the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇ L.L.P.(UK) LLP, special Texas English legal advisers for the Company as to capacity of the Designated Borrower and New York counsel UK Borrower to Borrowerenter this Amendment, addressed to dated as of the Amendment Effective Date.
(iv) the Administrative Agent and each Lender;
(vi) shall have received a certificate signed by a Responsible Officer of Borrower the Company certifying (Aa) that the conditions specified in Section 4.02(aSections 5(b) and (bc) of the Credit Agreement have been satisfied, satisfied and (Bb) that there has been no event or circumstance since December 31September 28, 2016 2024 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, or (a) the entire aggregate principal amount of the Existing Term Loans and (b) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; 4
(vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) any actionall accrued interest, suit, investigation, proceeding, claim or dispute pending or, fees and other amounts accrued prior to the knowledge of Borrower, threatened this Amendment becoming effective in writing, at law, connection therewith shall have been paid in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
full; (dvii) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid.
) by the Company to the Administrative Agent on the Amendment Effective Date; (eviii) Borrower The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all reasonable fees, charges and disbursements of counsel ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent invoiced the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date. For ; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied).
(b) Without limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, for purposes of determining compliance with the conditions specified in this §3.1Section 6(a) hereof, each 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the case may be, prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentthereto.
Appears in 1 contract
Sources: Refinancing Amendment (Hologic Inc)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender Lender, each Borrower and BorrowerPAA;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Loan Party is a party;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for BorrowerBorrowers and PAA, (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special Texas and New York counsel to Borrowers and PAA, and (BC) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.▇, special Texas and New York Canadian counsel to BorrowerPMCULC, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (bd) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current PAA Debt Ratings; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of BorrowerPAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Third Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Third Amendment Revolving Lenders):
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the followingParent Borrower, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statementsLoan Party party hereto, the date or period of such financial statements) Administrative Agent and each Third Amendment Revolving Lender (in form and substance reasonably satisfactory to each case including by way of Electronic Signatures (as defined below));
(b) the Administrative Agent:
Agent (or its counsel) shall have received a customary opinion from (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, Esq.N▇▇▇▇▇▇, General Counsel for Borrower, and (B) Arsht & T▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.LLP, in its capacity as special Texas and New York Delaware counsel to Borrowerthe Loan Parties, in each case, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and each Third Amendment Revolving Lender;
(vic) the Administrative Agent (or its counsel) shall have received (i) a certificate signed of each Loan Party, dated the Third Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments, including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and (y) a Responsible Officer true and complete copy of Borrower certifying its by-laws or operating, management, partnership or similar agreement (A) that the conditions specified or, in Section 4.02(aeach case of clauses (x) and (by) above, a certification that true and complete copies of the Credit Agreement such documents or agreements have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected previously attached to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as certificate delivered to the Administrative Agent may reasonably require.
(b) All consents, licenses under the Existing Credit Agreement and approvals required in connection with that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the execution, delivery and performance by Borrower and Administrative Agent on the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Third Amendment Effective Date (i) any event or condition that has had or could reasonably be expectedand certified therein as being the only amendments thereto as of such date), either individually or in the aggregate, to have a Material Adverse Effect, or and (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge a good standing certificate as of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any a recent date for each Loan Party from its relevant authority of its Subsidiaries or against any jurisdiction of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.organization;
(d) Any fees due each of the Lead Arrangerrepresentations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Third Amendment Effective Date, Administrative Agent or any Lenderimmediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), including any arrangement feesas if made on and as of such date, agency fees and upfront fees, and any expenses incurred by except to the Lead Arranger and Administrative Agentextent expressly made as of an earlier date, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date which case such representations and warranties shall have been paid.so true and correct as of such earlier date;
(ei) Borrower shall have paid all costs, fees and expenses (including, without limitation, reasonable fees, charges and disbursements documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Third Amendment Revolving Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of any Revolving Loans borrowed on the Third Amendment Effective Date to the extent due and invoiced to the Parent Borrower (in the case of any such expenses, at least three Business Days prior to the Third Amendment Effective Date) and (ii) the Administrative Agent shall have received, for the account of each Existing RCF Lender, the Previously Accrued Amounts;
(f) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Third Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein;
(g) each Third Amendment Revolving Lender shall have received, at least three Business Days prior to the Third Amendment Effective Date, all documentation and other information about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Third Amendment Revolving Lender in writing at least 10 Business Days prior to the Third Amendment Effective Date and that such Third Amendment Revolving Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Third Amendment Effective Date, any Third Amendment Revolving Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Third Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Parent Borrower shall have received such Beneficial Ownership Certification;
(h) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the RCF Upsize and the other transactions contemplated by this Amendment and the Amended Credit Agreement; and
(i) the Administrative Agent shall have received a certificate of a Responsible Officer of the Parent Borrower certifying as to the matters referred to in clauses (d) and (h) of this Section 4. For purposes of determining compliance with whether the conditions specified in this §3.1Section 4 have been satisfied on the date hereof, each Lender that has signed by executing this Amendment, the Administrative Agent and the Third Amendment Revolving Lenders shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to or the proposed Third Amendment Effective Date specifying its objection thereto and Revolving Lenders, as the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agentcase may be.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender Lender, each Borrower and BorrowerPAA;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Loan Party is a party;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for BorrowerBorrowers and PAA, (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special Texas and New York counsel to Borrowers and PAA, and (BC) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.▇, special Texas and New York Canadian counsel to BorrowerPMCULC, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a4.02 (a), (b) and (bd) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current PAA Debt Ratings; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of BorrowerPAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, Borrower and (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a4.02 (a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: 364 Day Credit Agreement
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a partyparty delivered pursuant to this §3.1;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, Borrower and (B) ▇Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ L.L.P.US LLP, special Texas and New York counsel to the Borrower, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, satisfied and (B) that there has been no event or circumstance since December 31, 2016 2014 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt RatingsEffect; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which Borrower such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowerof the Company and PAA, and (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowereach Borrower and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(viA) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015;
(vii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a) and ), (b) and
(d) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (CD) the current PAA Debt RatingsRating; and
(viiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA, any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead ArrangerArrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by of the Lead Arranger Arrangers and Administrative Agent, in each case, as agreed in writing by Borrowerthe Company, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower the Company with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Loan Party is a party;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrowereach Loan Party, General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for BorrowerBorrowers, (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special Texas and New York counsel to Borrowers, and (BC) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.▇, special Texas and New York Canadian counsel to BorrowerPMCULC, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current Debt Ratings; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower such Loan Party is a party;
(iviii) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrowereach Loan Party, General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(viv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for BorrowerBorrowers, (B) Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, special Texas and New York counsel to Borrowers, and (BC) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.▇, special Texas and New York Canadian counsel to BorrowerPMCULC, addressed to the Administrative Agent and each Lender;
(viv) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a4.02 (a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 2015 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (C) the current Debt Ratings; and
(viivi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2015 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement
Amendment Effective Date. This Amendment shall will become effective as on the date on which each of the date first written above following conditions has been satisfied (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:):
(a) The the Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies “PDFs” (followed promptly by originals) unless otherwise specified), each properly executed by a Responsible Officer of the Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent, the Lead Arrangers and each of the Lenders:
(i) duly executed counterparts of this AmendmentAmendment from each Loan Party, sufficient in number for distribution to the Administrative Agent, Agent and each Lender and BorrowerLender;
(ii) if so requested within three Business Days prior to the Amendment Effective Datesuch documents, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or certifications and other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications evidence as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are each Loan Party is duly organized or and formed, and that Borrower each Loan Party is validly existing and existing, in good standing (or the equivalent thereof with respect to Foreign Borrowers, to the extent applicable) and qualified to engage in business in its jurisdiction of organization, issued by the appropriate authorities of such jurisdictionformation;
(viii) favorable opinions opinion of (A) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇▇▇▇▇LLP, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowerthe Loan Parties, addressed to the Administrative Agent and each Lender, as to the enforceability of this Amendment and the Loan Documents as amended hereby, and such other matters as the Administrative Agent may reasonably request;
(viiv) a certificate signed by a Responsible Officer of Borrower the Company certifying that (A) that the conditions specified in this Section 4.02(a) and (b) of the Credit Agreement 6 have been satisfied, (B) that there has been no event the representations and warranties contained in Section 5 are true and correct in all material respects (or, the extent modified by a materiality qualifier or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, in all respects) on and as of the Amendment Effective Date and (C) the current Debt Ratingsno Default has occurred and is continuing either before or after giving effect to this Amendment; and
(viiv) such other assurances, certificates, documents, consents or opinions as to the extent requested by the Administrative Agent may reasonably requireor any Lender at least 5 days prior to the Amendment Effective Date, any other documentation or information that the Administrative Agent or any Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date to (i) the Administrative Agent and/or the Arrangers and (ii) the Lenders pursuant to either of (A) that certain fee letter agreement dated as of November 14, 2013 among the Company, Bank of America and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and/or (B) that certain fee letter agreement dated as of November 14, 2013 among the Company, ▇▇▇▇▇ Fargo and ▇▇▇▇▇ Fargo Securities, LLC, shall have been paid.
(ec) Borrower Unless waived by the Administrative Agent, the Company shall have paid all reasonable fees, charges and disbursements of a single counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Company and the Administrative Agent). For purposes of determining compliance with the conditions specified in this §3.1Section 6, each Lender that has signed executed this Amendment and delivered it to the Administrative Agent shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative AgentLender.
Appears in 1 contract
Sources: Credit Agreement (Urs Corp /New/)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the BorrowerCompany, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statementsDate) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender;
(iii) a restated Security Agreement, duly executed by each Borrower, covering the Collateral of such Borrower, together with financing statements and Canadian personal property registration statements, that the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereunder, covering the Collateral described therein, recent financing statement searches in the State of Texas that name the Company as debtor, recent personal property registration statement searches in British Columbia and Alberta that name PMCULC as debtor, and such other Collateral Documents as the Administrative Agent, in its reasonable opinion, may deem necessary to perfect the Liens created thereby;
(iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which Borrower such Loan Party is a party;
(ivv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, each Loan Party and General Partner and GP LLC are is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(vvi) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowerof the Company and PAA, and (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowereach Borrower and PAA and (C) ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(vivii) (A) the audited consolidated balance sheet of PAA and its Subsidiaries for the fiscal year ended December 31, 2011, and the related consolidated statements of income or operations and cash flows for such fiscal year and partners’ capital of PAA and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of PAA and its Subsidiaries prepared by or at the direction of PAA and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2012 and for the fiscal years ending December 31, 2013 and December 31, 2014;
(viii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (bd) of the Credit Agreement have been satisfiedsatisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) the projections and forecasts described in §3.1(a)(vii)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by PAA at the time made, (C) that there has been no event or circumstance since December 31, 2016 2011 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and Effect, (CD) the current PAA Debt RatingsRating, and (E) the Company’s true and correct U.S. taxpayer identification number and PMCULC’s true and correct Canadian corporate access number; and
(viiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents Document to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2011 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lenderfees, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by of the Lead Arranger Arrangers and Administrative Agent, in each case, as agreed in writing by Borrowerthe Company, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent timely invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower the Company with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender Lender, each Borrower and BorrowerPAA;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which Borrower is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrower, General Partner and GP LLC are duly organized or formed, and that Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrower, and (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrower, addressed to the Administrative Agent and each Lender;
(vi) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect and (C) the current Debt Ratings; and
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower and the validity against Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of Borrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrowerthe Company, required to be paid on or before the Amendment Effective Date shall have been paid.
(ec) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §§ 3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower the Company with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrowersigning Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender and each Borrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by each Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Borrower each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § §3.1 to which Borrower such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that Borrowereach Loan Party, General Partner and GP LLC are is duly organized or formed, and that each of the Company and each Designated Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(v) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowerthe Company and PMCULC, and (B) Fulbright & ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowerthe Company and PMCULC and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(vi) the audited consolidated balance sheet of the Company and its Subsidiaries for the fiscal years ended December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income or operations and cash flows for such fiscal years and partners’ capital of the Company and its Subsidiaries, including the notes thereto, and (B) the pro forma financial projections and forecasts of the Company and its Subsidiaries prepared by or at the direction of the Company and delivered by the Company to the Administrative Agent for the second half of the fiscal year ending December 31, 2013 and for the fiscal years ending December 31, 2014 and December 31, 2015;
(vii) a certificate signed by a Responsible Officer of Borrower the Company certifying (A) that the conditions specified in Section 4.02(a) and (b) of the Credit Agreement have been satisfied, (B) the projections and forecasts described in §3.1(a)(vi)(B) of this Amendment were prepared in good faith upon assumptions deemed reasonable by the Company at the time made, (C) that there has been no event or circumstance since December 31, 2016 2012 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect Effect, and (CD) the current Debt Ratings; and
(viiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by Borrower each Loan Party and the validity against Borrower each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 2012 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, and there shall be no actions, suits, investigations, proceedings, claims or (ii) any action, suit, investigation, proceeding, claim or dispute disputes pending or, to the knowledge of Borrowerthe Company, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against Borrower the Company or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead ArrangerArrangers, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger Arrangers and Administrative Agent, in each case, as agreed in writing by Borrowerthe Company, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower The Company shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower the Company with a copy of any such notice received by the Administrative Agent.
Appears in 1 contract