Conditions Precedent to Initial Borrowing. The Closing Date is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance reasonably satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received a promissory note substantially in the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (i) All Equity Interests directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank (ii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the Credit Parties in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal quarter ended December 31, 2023. (i) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H hereto and signed by a Financial Officer of the Borrower. (j) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (k) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent invoiced at least two (2) Business Days prior to the Closing Date. (l) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in the Initial Reserve Report. (n) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Guarantor on the Closing Date. (o) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole and (c) at the time of this Agreement and also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 3 contracts

Sources: Fourth Amendment to Credit Agreement (Infinity Natural Resources, Inc.), Credit Agreement (Infinity Natural Resources, Inc.), Credit Agreement (Infinity Natural Resources, Inc.)

Conditions Precedent to Initial Borrowing. The Closing Date is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇, LLP, counsel to the Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party (other than Tidelands Oil Production Company, LLC) in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received a promissory note substantially in the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (i) All Equity Interests directly owned by the Borrower or any Subsidiary ~~Guarantor~~Grantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank (iii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Grantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section ~~9.11~~9.10, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2022. (i) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H hereto and signed by a Financial Officer of the Borrower. (j) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (k) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (l) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value (excluding the PV-9 of any Production Sharing Contracts) of the Borrowing Base Properties (excluding any Oil and Gas Properties ~~of the Credit Parties~~ subject to Production Sharing Contracts) evaluated in the Initial Reserve Report. (n) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a Guarantor on the Closing Date. (o) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, ~~2023~~2022, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole and (c) at the time of this Agreement and also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 2 contracts

Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Credit Parties, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, Texas counsel to the Credit Parties and (iiiii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received a promissory note substantially in the form of Exhibit G H executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (e) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a Guarantor on the Closing Date. (i) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages (subject to Section 9.9), UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (ii) All Equity Interests directly owned by the Borrower or any Subsidiary ~~Guarantor~~Grantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Grantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (fg) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (gh) The Administrative Agent ~~(or its counsel)~~ shall have received ~~copies~~ (i) satisfactory audited consolidated financial statements of the ~~Collateral~~ Borrower for the fiscal year ended December 31, 2019 and satisfactory unaudited consolidated financial statements of the Borrower for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date and (ii) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the Closing Date, after giving effect to the initial Borrowing under this Agreement, the ~~Mortgages, UCC financing statements~~ application of the proceeds thereof and ~~each~~ to the other ~~Security Document that is required~~ transactions contemplated to ~~be executed~~ occur on the Closing Date, ~~duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required~~ certified by the ~~Security Documents as of~~ Borrower’s chief financial officer, which shall reflect no Indebtedness other than the Loans made by the Lenders on the Closing Date ~~or that~~ and other Indebtedness permitted by the ~~Collateral Agent may deem reasonably necessary to~~ Credit Documents (Aexcluding any Permitted Additional Debt) ~~create~~ (collectively, the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent“Closing Date Financials”). (hi) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2019 and for each fiscal quarter ending thereafter ending at least 45 days prior to the Closing Date. (ij) On the Closing Date, the Administrative Agent (or its counsel) shall have received (i) a solvency certificate (giving effect to the Chapter 11 Plan) substantially in the form of Exhibit H I hereto and signed by a Financial Officer of the ~~Borrower~~Borrower and (ii) a Notice of Borrowing satisfying the requirements of Section 2.3(a). (jk) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (kl) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (li) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (mn) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least ~~eighty-five percent (~~85%) % of the PV-9 value (excluding the PV-9 of any Production Sharing Contracts) of the Borrowing Base Properties (excluding any Oil and Gas Properties ~~of the Credit Parties~~ subject to Production Sharing Contracts) evaluated in the Initial Reserve Report. (no) The ~~Administrative Agent (or its counsel)~~ Borrower shall have ~~received executed copies~~ received, or shall receive simultaneously with the occurrence of ~~the Guarantee, executed by each Guarantor on~~ the Closing Date, no less than $450,000,000 in aggregate cash common equity proceeds less the amount of common equity that is issued solely in exchange for loans held by lenders under the Junior DIP Facility. (op) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, ~~2023~~2019, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a ~~whole~~ whole, other than any change, event or occurrence, arising individually or in the aggregate, from (i) events that could reasonably be expected to result from the filing or commencement of the Chapter 11 Cases or the announcement of the filing or commencement of the Chapter 11 Cases and (ii) any circumstances or conditions disclosed in writing to the Administrative Agent and the Lenders prior to the Closing Date resulting from or arising out of the COVID-19 pandemic and (c) at the time of the initial Borrowing under this Agreement and also after giving effect ~~to any Borrowing on the Closing Date,~~ thereto no Default or Event of Default shall have occurred and be continuing. (q) The Administrative Agent shall be reasonably satisfied that after the initial Borrowing under this Agreement on the Closing Date, the application of the proceeds thereof and after giving effect to the other transactions contemplated hereby, Liquidity shall be not less than $300,000,000. (r) The Administrative Agent shall have received evidence reasonably satisfactory to it that (a) all loans, commitments and other obligations under the DIP Facilities are being repaid in full, the DIP Facilities are being terminated, and the liens securing the DIP Facilities are being released, in each case substantially contemporaneously with the proceeds of the initial Borrowing under this Agreement and (b) allowed 2016 Term Loan Claims, 2017 Term Loan Claims, Second Lien Notes Claims, and Unsecured Notes Claims (each as defined in the Chapter 11 Plan) shall each have been satisfied through the treatment provided for each such claim under the Chapter 11 Plan in accordance with the Chapter 11 Plan. After giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries shall have no Indebtedness other than the Loans made by the Lenders on the Closing Date and other Indebtedness permitted by the Credit Documents (excluding any Permitted Additional Debt). The Administrative Agent shall have received evidence satisfactory to it that all liens on the assets of the Borrower and its Subsidiaries (other than liens permitted by the Credit Documents) have been (or will be concurrently with the initial funding under the Facility) released or terminated and that duly executed recordable releases and terminations in forms reasonably acceptable to the Administrative Agent with respect thereto have been obtained by the Borrower and its Subsidiaries. (s) The Bankruptcy Court’s Order (I) Approving The Debtors’ Disclosure Statement, (II) Confirming The Debtors’ Joint Plan Of Reorganization, and (III) Approving the Assumption and Performance Under (A) The Backstop Commitment Agreement and (B) The Restructuring Support Agreement, Docket No. 626 entered in the Chapter 11 Cases shall be in full force and effect, unstayed and final, and shall not have been amended, supplemented or otherwise modified without the written consent of the Administrative Agent. (t) The Bankruptcy Court shall have entered one or more orders (one of which orders may be the order confirming the Chapter 11 Plan) approving this Agreement and the Credit Documents, in form and substance reasonably satisfactory to the Administrative Agent, which order shall be in full force and effect, unstayed and final, and shall not have been amended, supplemented or otherwise modified without the written consent of the Administrative Agent. (u) The Chapter 11 Plan and all other related documentation (i) shall be reasonably satisfactory to the Administrative Agent, (ii) shall have been confirmed by an order of the Bankruptcy Court, which order shall be satisfactory to the Administrative Agent, which order shall be in full force and effect, unstayed and final, and shall not have been modified or amended without the written consent of the Administrative Agent, reversed or vacated, (iii) all conditions precedent to the effectiveness of the Chapter 11 Plan as set forth therein shall have been satisfied or waived (the waiver thereof having been approved by the Administrative Agent), and the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Chapter 11 Plan in accordance with its terms shall have occurred contemporaneously with the Closing Date and (iv) the transactions contemplated by the Chapter 11 Plan to occur on the effective date of the Chapter 11 Plan shall have been substantially consummated (as defined in Section 1101 of the Bankruptcy Code) on the Closing Date and substantially contemporaneously with the initial Borrowing hereunder in accordance with the terms of the Chapter 11 Plan and in compliance with applicable law and Bankruptcy Court and regulatory approvals. Without limiting the generality of the ~~provisions of Section 12.4~~foregoing, ~~for purposes of determining compliance with~~ the ~~conditions specified in this Section 6, each Lender that has signed this Agreement~~ Chapter 11 Plan shall not be ~~deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.~~A

Appears in 2 contracts

Sources: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Conditions Precedent to Initial Borrowing. The Closing Date is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇, LLP, counsel to the Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have ~~received, in the case of each Credit Party,~~ received a certificate of an the Secretary or Assistant Secretary or similar officer of the General Partner and each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of ~~such~~ the General Partner and each Credit Party as in effect on the Closing Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of ~~such~~ each Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of ~~such~~ the General Partner and each Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of the General Partner and each ~~such~~ Credit Party in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties or Borrowing Base Midstream Assets (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of ~~such~~ the General Partner and each Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received a promissory note substantially in the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (ie) All Equity Interests directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the ~~Collateral~~ Security Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the ~~Collateral~~ Security Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iif) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Guarantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (fg) The Administrative Agent shall have received evidence reasonably satisfactory to it that substantially concurrently with entering into the Credit Documents and the initial extensions of credit thereunder on the Closing Date (i) all outstanding indebtedness and other obligations under the Existing Credit Agreements will be repaid or will otherwise be satisfied in full (and all commitments to lend thereunder shall be terminated) and (ii) all Liens and security interests granted in connection with the Existing Credit Agreements will be released and terminated. (h) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (gi) The Administrative Agent (or its counsel) shall have received copies of the ~~Collateral~~ Security Agreement, the Mortgages, UCC financing statements and each other Security Document (including the Swap Intercreditor Agreement) that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section ~~9.11~~9.10, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (hj) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve ~~Report,~~ Report in form and substance satisfactory to the Administrative Agent, for the fiscal quarter ended September 30, 2024. (k) The Borrower and the Subsidiary Guarantors shall have entered into, or otherwise be party to, Required Hedge Agreements, which Required Hedge Agreements shall be in the form of fixed price swaps at market prices at the time entered into, and the Borrower and Subsidiary Guarantors shall have delivered reasonably acceptable evidence of the foregoing to the Administrative Agent. (l) The Arrangers shall have received (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, ~~2023~~2023 and the related audited consolidated statements of operations, partners’ capital and members’ equity and cash flows for the Fiscal Year then ended, and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the last day of each fiscal quarter ending after the date of the most recent audited financial statements provided pursuant to clause (i) above, and the related unaudited consolidated statements of operations, partners’ capital and members’ equity and cash flows for the portion of the Fiscal Year then ended (it being understood and agreed that any such financial statements shall be deemed delivered to the extent the Borrower has filed such financial statements with the SEC using the ▇▇▇▇▇ filing system and such reports are publicly available). (im) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H hereto and signed by a Financial Officer of the Borrower. (jn) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (ko) All fees and expenses required to be paid hereunder and under any written agreements with any Arranger and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (lp) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, it is understood and agreed that as of the date hereof the Borrower is excluded from the definition of “legal entity customer” under the Beneficial Ownership Regulation; provided further, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (mq) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least ~~eighty-five~~ the Title Coverage Minimum. (r) After giving effect to the Transactions on the Closing Date (including the initial extensions of credit hereunder and the refinancing of the Existing Credit Agreements), Availability shall be not less than twenty percent (8520%) of the ~~PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in the Initial Reserve Report~~Loan Limit. (ns) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a Guarantor on the Closing Date. (ot) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole and (c) at the time of this Agreement and also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default shall have occurred and be continuing. (u) The Administrative Agent shall have received evidence reasonably satisfactory to it that the Borrower shall have received cash proceeds from the issuance of its Equity Interests in an amount not less than $150,000,000 since January 1, 2025. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 2 contracts

Sources: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from ~~the Borrower~~ each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include ~~e-mail~~ telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent ~~(or its counsel)~~ shall have received, on behalf of ~~itself, the Collateral Agent~~ itself and the ~~Lenders~~Secured Parties on the Closing Date, a written ~~opinions~~ opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Credit ~~Parties~~ Parties, and (ii) each local counsel ~~in each jurisdiction where Mortgaged Properties are located~~specified on Schedule 6(b), in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance reasonably satisfactory to the Administrative ~~Agent and customary for transactions of this type~~Agent. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such ~~counsel~~ counsels to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, each of the items referred to in subclauses (i), (ii) and (iii) below: (i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the bylaws (or partnership agreement, limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times immediately prior to and after the date of the resolutions described in clause (B) below, (iiB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing general partner, managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (~~iii~~C) that ~~attached thereto is (A) a true and complete copy of~~ the certificate or articles of incorporation, certificate of limited partnership, articles of incorporation or certificate of ~~formation, including all amendments thereto,~~ formation of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party ~~in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which~~ has not been amended ~~and,~~ since the date of the last amendment thereto disclosed pursuant to subclause (Ci) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amendedabove, (ivD) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (vE) as to the absence of any pending proceeding for the dissolution or liquidation of such Credit Party; and (iii) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The ~~Administrative Agent~~ Guarantee shall ~~have received a promissory note substantially~~ be in ~~the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing~~ full force and effect. (e) Except for any items referred to ~~such Lender.~~on Schedule 9.13(b): (i) The Collateral Agreement, all other Security Documents and other documents and instruments, including Uniform Commercial Code or other applicable personal property and financing statements, reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and none of the Collateral shall be subject to any other pledges, security interests or mortgages, except for Liens permitted under Section 10.2. (ii) All Equity Interests of the Borrower and all Equity Interests of each Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) ~~The Administrative~~ Except with respect to intercompany Indebtedness, all evidences of Indebtedness for borrowed money in a principal amount in excess of $10,000,000 (individually) that is owing to the Borrower or any Subsidiary Guarantor shall be evidenced by a promissory note and shall have been pledged pursuant to the Collateral Agreement, and the Collateral Agent shall have received ~~customary UCC~~all such promissory notes, ~~tax and judgment lien searches~~ together with undated instruments of transfer with respect thereto endorsed in blank. (iv) All Indebtedness of the Borrower and each of the Restricted Subsidiaries that is owing to any Credit Party shall be evidenced by the Intercompany Note, which shall be executed and delivered by the Borrower and each of the Restricted Subsidiaries and shall have been pledged pursuant to the ~~Credit Parties~~ Collateral Agreement, and the Collateral Agent shall have received such Intercompany Note, together with undated instruments of transfer with respect thereto endorsed in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documentsblank. (f) ~~All representations~~ Each of the Corporate Reorganization and ~~warranties made by any Credit Party contained herein~~ Merger Transactions, the Junior Lien Note Exchange and each other transaction contemplated under the Transaction Agreement, shall have been consummated, or in substantially simultaneously with the ~~other Credit Documents are true and correct~~ initial Borrowing under this Agreement, will be consummated, in all material respects ~~on and as~~ in accordance with the terms of the ~~Closing Date (except where such representations and warranties expressly relate to an earlier date~~Transaction Agreement, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after without giving effect to any ~~qualification therein~~modification, consent or waiver thereto that is materially adverse to the interests of the Administrative Agent, the Collateral Agent or the Lenders (in their capacities as such) ~~in all respects on such respective dates)~~ without the consent of each of the Administrative Agent, the Collateral Agent and the ~~Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition~~Lenders. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent[Intentionally Blank.] (h) The Administrative Agent shall have received (i) true, correct and complete copies of the ~~Initial Reserve Report and~~ Historical Financial Statements, (ii) ~~lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report~~a pro forma balance sheet as of December 31, ~~in form and substance satisfactory to the Administrative Agent~~2017, for the ~~fiscal quarter ended December 31~~Borrower and its Restricted Subsidiaries after giving effect to the Transactions, ~~2023~~and (iii) a pro forma capitalization table of the Borrower and its Restricted Subsidiaries after giving effect to the Transactions. (i) On the Closing Date, the Administrative Agent ~~(or its counsel)~~ shall have received a solvency certificate substantially in the form of Exhibit H J hereto and signed by a Financial Officer of the Borrower. (j) The ~~Administrative Agent~~ Agents shall have received ~~evidence that the Borrower has~~ all fees payable thereto or to any Lender (iincluding any agent and arranger in respect of this Facility) ~~obtained and effected all insurance required to be maintained pursuant~~ on or prior to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (k) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the FacilityClosing Date and, to the extent invoiced ~~at least two (2) Business Days prior to the Closing Date. (l) The Administrative Agent (or its counsel) and the Lenders shall have received~~ at least three (3) Business Days prior to the Closing ~~Date~~ Date, all other amounts due and payable pursuant to the Credit Documents on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇▇ LLP) required to be reimbursed or paid by the Credit Parties hereunder or under any Credit Document. (k) The Administrative Agent and the Lenders shall have received, at least three (3) Business Days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors as has been reasonably requested in writing at least five (5) Business Days prior to the Closing Date by the Administrative Agent and the Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, ~~including~~including without limitation the PATRIOT Act. (l) Since December 31, ~~the Patriot Act~~2017, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulationno change, ~~at least three (3) Business Days prior to the Closing Date~~event, ~~any Lender that has requested~~circumstance, ~~in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date~~development, ~~a Beneficial Ownership Certification in relation to the Borrower~~state of facts, or condition shall have ~~received such Beneficial Ownership Certification~~ occurred (~~provided that~~or existed, ~~upon~~ as applicable) that would, individually or in the ~~execution and delivery by such Lender of its signature page~~ aggregate, be reasonably expected to ~~this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied)~~have a Material Adverse Effect. (m) The ~~Credit Parties~~ Administrative Agent and each of the Lenders shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in received the Initial Reserve Report and the Closing Date Reserve Report. (n) The Administrative Agent ~~(or its counsel~~shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.3(a)(i) or, in the case of a Letter of Credit Extension, the applicable Issuing Bank and the Administrative Agent shall have received ~~executed copies~~ a Letter of ~~the Guarantee, executed~~ Credit Application as required by ~~each Guarantor on the Closing Date~~Section 3.2(a). (o) The Administrative Agent shall have received the Intercreditor Agreement executed and delivered by the Borrower, each Subsidiary Guarantor, and each other representative of the Junior Lien Notes. (p) The Administrative Agent shall have received Mortgages, executed and delivered by a ~~certificate of an~~ duly Authorized Officer of the applicable Credit Parties in sufficient counterparts for the prompt recordation thereof, encumbering Mortgaged Properties that constitute Borrowing Base Properties evaluated in the Initial Reserve Report having a PV-10 sufficient to satisfy the Collateral Coverage Minimum. (q) After giving effect to all Loans to be made and Letters of Credit to be issued hereunder and the consummation of the Transactions on the date of the initial Credit Event, Availability shall be not less than $300,000,000. (r) The Administrative Agent shall have received (i) customary UCC lien search results with respect to the Borrower ~~certifying~~ and the other Credit Parties in their respective jurisdictions of formation and (aii) county-level real property search results for the counties in which the Borrowing Base Properties are located. (s) No litigation by any Person or Governmental Authority shall be pending or threatened (i) with respect to the Transaction Agreement or the Transactions contemplated therein, this Agreement or any Credit Document or (ii) that the Administrative Agent shall determine has had, or could reasonably be expected to have, a Material Adverse Effect or materially and adversely affect this Agreement or the Collateral. (t) The Administrative Agent shall be reasonably satisfied with the environmental condition of the Borrowing Base Properties. (u) The Administrative Agent shall have received satisfactory title information with respect to Oil and Gas Properties of the Borrower and its Restricted Subsidiaries ~~have received all material third-party~~ (including Stone Energy and ~~governmental consents and approvals required by the terms~~ its Subsidiaries) comprising at least 85% of the Credit Documents, (b) since December 31, 2023, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) PV-10 of all of the ~~Credit Parties, taken as a whole and~~ Proved Reserves evaluated in the Initial Reserve Report. (cv) at the time of this Agreement and also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 to be consented to or approved by or acceptable or satisfactory to a Lender unless the The Administrative Agent shall have received ~~notice from~~ copies of insurance certificates, if applicable, evidencing the insurance required to be maintained by the Borrower and the Subsidiaries pursuant to Section 9.3, each of which shall name the Secured Parties as additional insureds on any such ~~Lender~~ liability insurance and name the Collateral Agent as additional loss payee under any such property insurance, in each case in form and substance reasonably satisfactory to the Administrative Agent. (w) The Administrative Agent shall have received the schedule of Hedge Transactions described in Section 8.20 prepared as of a reasonably recent date (not exceeding ten (10) Business Days prior to the Closing ~~Date specifying~~ Date). (x) After giving effect to the Transactions, none of Holdings, the Borrower or its ~~objection thereto~~or their Restricted Subsidiaries shall have any outstanding Indebtedness or preferred Equity Interests other than (i) the Loans and Letters of Credit, (ii) the Junior Lien Notes, (iii) the Stone Energy Notes, and (iv) other Indebtedness permitted under Section 10.1. (y) The Administrative Agent shall have received duly executed mortgage releases and terminations, terminations of any financing statements and terminations of control agreements, with respect to any and all Liens, in each case, encumbering the properties or assets (including Oil and Gas Properties) of the Borrower or its Restricted Subsidiaries (including Stone Energy and its Subsidiaries), including, without limitation, any mortgages, financing statements, control agreements and other security documents securing the Existing Credit Agreements, except to the extent any such Lien constitutes a Permitted Lien. (z) The Administrative Agent and the Lenders shall have completed with satisfactory results all other business, legal, environmental, tax, financial and accounting due diligence with respect to the Borrower and its Restricted Subsidiaries, Stone Energy and its Subsidiaries and the Transactions. The Administrative Agent shall notify the Borrower, the Issuing Banks and the Lenders of the Closing Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 13.1) at or prior to 11:59 p.m., New York City time, on May 31, 2018 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).

Appears in 1 contract

Sources: Credit Agreement (Talos Energy Inc.)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ~~▇▇▇▇▇▇▇▇ & ▇▇▇▇▇~~ Sidley Austin LLP, counsel to the Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent (or its counsel) shall have received ~~a promissory note substantially in~~ executed copies of the ~~form of Exhibit G~~ Guarantee, executed by each Person which will be a Guarantor on the ~~Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender~~Closing Date. (i) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Guarantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent ~~(or its counsel)~~ and the Lead Arranger and Bookrunner shall have received ~~copies~~ (i) satisfactory audited consolidated financial statements of the ~~Collateral~~ Borrower for the fiscal year ended December 31, 2018 and satisfactory unaudited consolidated financial statements of the Borrower for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date and (ii) a pro forma unaudited consolidated balance sheet of the Borrower and its subsidiaries as of the Closing Date, after giving effect to the initial Borrowing under this Agreement, the ~~Mortgages, UCC financing statements~~ application of the proceeds thereof and ~~each~~ to the other ~~Security Document that is required~~ transactions contemplated to ~~be executed~~ occur on the Closing Date, ~~duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required~~ certified by the ~~Security Documents as of~~ Borrower’s chief financial officer, which shall reflect no Indebtedness other than the Loans made by the Lenders on the Closing Date ~~or that~~ and other Indebtedness permitted by the ~~Collateral Agent may deem reasonably necessary to~~ Credit Documents (Aexcluding any Permitted Additional Debt) ~~create~~ (collectively, the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent“Closing Date Financials”). (h) The Administrative Agent and the Lead Arranger and Bookrunner shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the ~~Administrative Agent~~Lead Arranger and Bookrunner, for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2018 and for each fiscal quarter ending thereafter ending at least 45 days prior to the Closing Date. (i) The Borrower and/or other Credit Parties shall have entered into the Initial Required Hedge Agreements as of the Closing Date; provided that, subject to the Borrower and/or other Credit Parties using commercially reasonable efforts to enter into the Initial Required Hedge Agreements, if such Initial Required Hedge Agreements have not been entered into as of the Closing Date, the entering into of such Initial Required Hedge Agreements shall not be a condition to the occurrence of the Closing Date and shall instead be required pursuant to Section 9.18. (j) On the Closing Date, the Administrative Agent (or its counsel) shall have received (i) a solvency certificate (giving effect to the Chapter 11 Plan) substantially in the form of Exhibit H J hereto and signed by a Financial Officer of the ~~Borrower~~Borrower and (ii) a Notice of Borrowing satisfying the requirements of Section 2.3(a). (jk) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (kl) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (li) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ~~five~~ ten (510) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ~~five~~ ten (510) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (mn) The Credit Parties shall have ~~delivered title information~~ used commercially reasonable efforts to deliver to the Administrative Agent (or its counsel) as satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the ~~Administrative Agent may reasonably require satisfactory~~ geographic regions in which the Borrowing Base Properties are located with respect to ~~the Administrative Agent setting forth the status of title to at least eighty-five percent (85%)~~ not less than 50% of the PV-9 value of the ~~Oil and Gas~~ Borrowing Base Properties ~~of the Credit Parties~~ evaluated in the Initial Reserve Report. (no) The ~~Administrative Agent (or its counsel)~~ Borrower shall have ~~received executed copies~~ received, or shall receive simultaneously with the occurrence of ~~the Guarantee, executed by each Guarantor on~~ the Closing Date, no less than $256,300,000 in aggregate cash proceeds from the Plan Sponsor Backstop Commitment Agreement, the Noteholder Backstop Commitment Agreement, the Rights Offering, and the Incremental Equity Investment (if any) (as each term is defined in the Chapter 11 Plan). (op) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, ~~2023~~2018, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a ~~whole~~ whole, other than any change, event or occurrence, arising individually or in the aggregate, from events that could reasonably be expected to result from the filing or commencement of the Chapter 11 Cases or the announcement of the filing or commencement of the Chapter 11 Cases and (c) at the time of the initial Borrowing under this Agreement and also after giving effect ~~to any Borrowing on the Closing Date,~~ thereto no Default or Event of Default shall have occurred and be continuing~~. Without limiting~~ . (q) The Administrative Agent shall be reasonably satisfied that after the ~~generality~~ initial Borrowing under this Agreement on the Closing Date, the application of the ~~provisions of Section 12.4~~proceeds thereof and after giving effect to the other transactions contemplated hereby, ~~for purposes of determining compliance with~~ the ~~conditions specified in this Section 6, each Lender that has signed this Agreement~~ Available Commitment then available to be borrowed shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 to be consented to or approved by or acceptable or satisfactory to a Lender unless the not less than 15% of $475,000,000. (r) The Administrative Agent shall have received ~~notice from~~ evidence reasonably satisfactory to it that (a) all loans, commitments and other obligations under the DIP Facility and the Pre-Petition Credit Agreement are being repaid in full, the DIP Facility and the Pre-Petition Credit Agreement are being terminated, and the liens securing the DIP Facility and the Pre-Petition Credit Agreement are being released, in each case substantially contemporaneously with the proceeds of the initial Borrowing under this Agreement and (b) allowed Notes Claims and Term Loans Claims (each as defined in the Chapter 11 Plan) shall each have been satisfied through the issuance of New Common Stock (as defined in the Chapter 11 Plan) to the holders of such ~~Lender prior~~ claims in accordance with the Chapter 11 Plan. After giving effect to the transactions contemplated hereby, the Borrower and its Restricted Subsidiaries shall have no Indebtedness other than the Loans made by the Lenders on the Closing Date ~~specifying~~ and other Indebtedness permitted by the Credit Documents (excluding any Permitted Additional Debt). The Administrative Agent shall have received evidence satisfactory to it that all liens on the assets of the Borrower and its ~~objection thereto~~restricted subsidiaries (other than liens permitted by the Credit Documents) have been (or will be concurrently with the initial funding under the Facility) released or terminated and that duly executed recordable releases and terminations in forms reasonably acceptable to the Administrative Agent with respect thereto have been obtained by the Borrower or its Restricted Subsidiaries.

Appears in 1 contract

Sources: Credit Agreement (Legacy Reserves Inc.)

Appears in 1 contract

Sources: Senior Secured Superpriority Debtor in Possession Credit Agreement (EP Energy LLC)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions ~~precedent~~precedent on or prior to April 16, 2021, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Credit Parties and (ii) ~~local~~ ▇▇▇▇▇ ▇▇▇▇▇▇, as special Louisiana counsel ~~in each jurisdiction where Mortgaged Properties are located~~to the Credit Parties, in each ~~case~~ case, (Ai) dated the Closing Date, (Bii) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (Ciii) in form and substance ~~reasonably satisfactory to the Administrative Agent and~~ customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, each of the items referred to in subclauses (i) and (ii), and, in the case of the Borrower, the item referred to in subclause (iii) below: (i) a copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (iiB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (~~iii~~C) that ~~attached thereto is (A) a true and complete copy of~~ the certificate or articles of incorporation or certificate of ~~formation, including all amendments thereto,~~ formation of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party ~~in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which~~ has not been amended ~~and,~~ since the date of the last amendment thereto disclosed pursuant to subclause (Ci) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amendedabove, (ivD) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (vE) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (iii) a certificate of a Financial Officer of the Borrower to the effect that (x) no Default or Event of Default exists and (y) since December 31, 2019, no event has occurred and is continuing, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect and which certificate shall set forth the calculations demonstrating that, as of the Closing Date (i) the Borrower and its Restricted Subsidiaries were in compliance with a Consolidated Total Net Leverage Ratio of no more than 2.25:1.00 and (ii) after giving effect to the Closing Date Loans, the Liquidity of the Borrower and its Restricted Subsidiaries is no less than $250,000,000. (d) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a ~~promissory note substantially in~~ Guarantor on the ~~form~~ Closing Date, and of ~~Exhibit G~~ a joinder to the Intercreditor Agreement, executed by the ~~Borrower in favor of each Lender that has requested a promissory note, evidencing~~ Administrative Agent as collateral agent for the ~~Loans owing to such Lender~~Secured Parties. (i) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, Mortgages on at least 90% of the PV-9 of the Credit Parties’ total Proved Reserves included in the Initial Reserve Report and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date subject to the last paragraph of this Section 6 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to ~~the~~ Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) The Administrative Agent shall have received customary ~~UCC, tax and judgment~~ UCC lien searches with respect to the ~~Credit Parties~~ Borrower and the Guarantors in their applicable jurisdictions of organization~~, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents~~. (f) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Contribution Agreement. The Contribution Agreement shall not have been amended or waived in any material respect by PubCo and PubCo shall not have granted any material consent under the Contribution Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (not to be unreasonably withheld or delayed). Upon the consummation of the Acquisition, the Borrower and Restricted Subsidiaries shall own at least 98% of the PV-9 value set forth in the Initial Reserve Report. (g) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents ~~are~~ shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the ~~Closing Date~~ date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an ~~Authorized Officer~~ authorized officer of the ~~Borrower~~ borrower certifying as to the satisfaction of such condition. (gh) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document IPO shall have been ~~delivered to~~ successfully consummated, or shall be consummated substantially concurrently with the ~~Collateral Agent for filing~~initial Borrowing under this Agreement, ~~registration or recording~~ and ~~(B) comply with Section 9.11, in each case~~ gross proceeds of no less than $300,000,000 shall have been ~~taken~~contributed, ~~completed~~ or ~~otherwise provided for~~ shall be contributed substantially concurrently with the initial Borrowing under this Agreement, to the Borrower. (i) The Second Lien Credit Agreement shall have been amended to establish a “First Lien Facility Cap” (as defined therein) of $350,000,000, in ~~a manner~~ form and substance reasonably satisfactory to the Administrative Agent. (hj) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal quarter ended December 31, 2023[reserved]. (ik) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H J hereto and signed by a Financial Officer of the Borrower. (jl) The Administrative Agent shall have received evidence that the Borrower ~~has~~ shall have made commercially reasonable efforts to (i) ~~obtained~~ obtain and ~~effected~~ effect all insurance required to be maintained pursuant to the Credit Documents and (ii) ~~caused~~ cause the Administrative Agent to be named as ~~lender~~ loss payee and/or additional insured under each insurance policy with respect to such ~~insurance,~~ insurance as ~~applicable~~to which the Administrative Agent shall have requested to be so named. (km) All fees and expenses required to be paid hereunder and ~~invoiced, including, without limitation,~~ invoiced at least three (3) Business Days before the ~~reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to~~ Closing Date (or such shorter period as may be reasonably agreed by the ~~Administrative Agent,~~ Borrower) shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility~~, to the extent invoiced at least two (2) Business Days prior to the Closing Date~~. (ln) The Administrative Agent (or its counsel) ~~and the Lenders~~ shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information (including a Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, ~~including,~~ including the Beneficial Ownership Regulation and the Patriot Act, that has been requested by the Administrative Agent in writing at least ~~five~~ ten (~~5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3~~10) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in the Initial Reserve Report. (no) The Administrative Agent (or its counsel) shall have received ~~executed copies~~ (i) the Initial Reserve Report and (ii) satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the ~~Guarantee~~Borrower and its Restricted Subsidiaries, ~~executed by each Guarantor~~ with respect to not less than 85% of the PV-9 value of the Borrowing Base Properties on the Closing Date (provided that the Administrative Agent may waive the requirements of the preceding clause (ii) in its reasonable discretion so long as the Administrative Agent (or its counsel) shall have received satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Borrower and its Restricted Subsidiaries, with respect to not less than 50% of the PV-9 value of the Borrowing Base Properties on the Closing Date). (op) The Administrative Agent shall have received ~~a certificate of an Authorized Officer of~~ evidence reasonably satisfactory to it that (i) the ~~Borrower certifying~~ Existing Vine RBL Credit Agreement (aii) ~~that~~ the ~~Borrower~~ Third Lien Credit Agreement and ~~its Restricted Subsidiaries~~ (iii) the Existing Brix Credit Agreement have ~~received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not~~ been ~~any material adverse change in~~terminated, or ~~Material Adverse Effect on~~ shall be terminated substantially concurrently with the ~~business~~initial Borrowing under this Agreement, ~~operations~~that all related outstanding obligations (however defined) have been discharged or released. or shall be discharged or released substantially concurrently with the initial Borrowing under this Agreement, ~~property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole~~ and ~~(c) at the time of this Agreement~~ Liens securing such agreements and ~~also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default~~ obligations shall have ~~occurred and~~ been terminated and/or released, or shall be ~~continuing~~terminated and/or released substantially concurrently with the initial Borrowing under this Agreement,. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions ~~specified~~ specific in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 1 contract

Sources: Credit Agreement (Vine Energy Inc.)

Conditions Precedent to Initial Borrowing. The ~~Closing Date is~~ effectiveness of this Agreement and the initial Borrowing hereunder are subject to the satisfaction of the following conditions precedent, except as otherwise ~~agreed or~~ waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received, on behalf of ~~itself~~the Administrative Agent, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Credit Parties, (ii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, Texas counsel to the Credit Parties and (iiiii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral ~~Agent,~~ Agent and the Lenders ~~and each Issuing Bank~~ and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and the Majority Lenders and covering such customary matters relating to the Credit Parties, this Agreement and the other Credit Documents for transactions of this type. The ~~Borrower,~~ Borrower and the other Credit Parties ~~and the Administrative Agent~~ hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material ~~Borrowing Base~~ Specified Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) ~~The Administrative Agent~~ Each Lender that has requested a promissory note shall have received a promissory note substantially in the form of Exhibit G H executed by the Borrower in favor of ~~each Lender that has requested a promissory note~~such Lender, evidencing the Loans owing to such Lender. (e) The Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a Guarantor on the Closing Date. (i) The Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received copies of the Collateral Agreement, Mortgages in respect of any Specified Properties (subject to Section 9.9), UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Majority Lenders may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording by the Collateral Agent (or its designee, which may be counsel to the Majority Lenders) and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Majority Lenders. (ii) All Equity Interests directly owned by the Borrower or any Subsidiary ~~Guarantor~~Grantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Grantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (fg) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent). (h) The ~~Administrative Agent~~ Lenders (or their counsel) shall have received (i) satisfactory audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2019 and satisfactory unaudited consolidated financial statements of the Borrower for each fiscal quarter thereafter ending at least 45 days prior to the Closing Date and (ii) a pro forma unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the Closing Date, after giving effect to the initial Borrowing under this Agreement, the application of the proceeds thereof and to the other transactions contemplated to occur on the Closing Date, certified by the Borrower’s chief financial officer, which shall reflect no Indebtedness other than the Loans made by the Lenders on the Closing Date and other Indebtedness permitted by the Credit Documents (excluding any Permitted Additional Debt) (collectively, the “Closing Date Financials”). (i) The Lenders (or their counsel) shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in ~~form~~ each case as delivered to (and ~~substance satisfactory to~~ accepted by) the First Lien Exit Administrative ~~Agent~~Agent or the arrangers of the First Lien Exit Facility, for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2019 and for each fiscal quarter ending thereafter ending at least 45 days prior to the Closing Date. (ij) On the Closing Date, the Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received (i) a solvency certificate (giving effect to the Chapter 11 Plan) substantially in the form of Exhibit H I hereto and signed by a Financial Officer of the ~~Borrower~~Borrower and (ii) a Notice of Borrowing satisfying the requirements of Section 2.3. (jk) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (kl) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as counsel to the ~~Administrative Agent~~Lenders, and Ropes & ▇▇▇▇ LLP, as counsel to the Agents, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (li) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (mn) The ~~Credit Parties~~ Administrative Agent shall have ~~delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may~~ received evidence reasonably ~~require~~ satisfactory to the Majority Lenders (or their counsel) that the First Lien Exit Administrative Agent has received from the Credit Parties title information setting forth the status of title to at least ~~eighty-five percent (~~85%) % of the PV-9 value of the ~~Oil and Gas~~ Specified Properties ~~of the Credit Parties~~ evaluated in the Initial Reserve ~~Report~~Report and shall have accepted such information. (no) The Borrower shall have received, or shall receive simultaneously with the occurrence of the Closing Date, no less than $450,000,000 in aggregate cash common equity proceeds (a portion of which proceeds may, for the avoidance of doubt, be deemed received pursuant to netting arrangements with certain lenders (in their respective sole discretion) in respect of obligations of the Borrower to repay amounts owed to such lenders under the Junior DIP Facility). (p) The Administrative Agent (or its counsel) ~~shall have received executed copies of~~ and the ~~Guarantee, executed by each Guarantor on the Closing Date.~~ Lenders (oor their counsel) ~~The Administrative Agent~~ shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, ~~2023~~2019, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a ~~whole~~ whole, other than any change, event or occurrence, arising individually or in the aggregate, from (i) events that could reasonably be expected to result from the filing or commencement of the Chapter 11 Cases or the announcement of the filing or commencement of the Chapter 11 Cases and (ii) any circumstances or conditions disclosed in writing to the Administrative Agent and the Lenders prior to the Closing Date resulting from or arising out of the COVID-19 pandemic, (c) at the time of the initial Borrowing under this Agreement and also after giving effect ~~to any Borrowing on the Closing Date,~~ thereto no Default or Event of Default shall have occurred and be ~~continuing. Without limiting~~ continuing and (d) the ~~generality~~ condition precedent set forth in clause (g) of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 above shall have been satisfied. (q) The Majority Lenders shall be reasonably satisfied that after the initial Borrowing under this Agreement on the Closing Date, the application of the proceeds thereof and after giving effect to the other transactions contemplated hereby, Liquidity shall be ~~consented to or approved by or acceptable or satisfactory to a Lender unless the~~ not less than $300,000,000. (r) The Administrative Agent (or its counsel) and the Lenders (or their counsel) shall have received ~~notice from~~ evidence reasonably satisfactory to the Majority Lenders (or their counsel) that (a) all loans, commitments and other obligations under each DIP Facility are being repaid in full, each DIP Facility is being terminated, and the liens securing each DIP Facility are being released, in each case substantially contemporaneously with the proceeds of the initial Borrowing under this Agreement and (b) allowed 2016 Term Loan Claims, 2017 Term Loan Claims, Second Lien Notes Claims, and Unsecured Notes Claims (each as defined in the Chapter 11 Plan) shall each have been satisfied through the treatment provided for each such ~~Lender prior~~ claim under the Chapter 11 Plan in accordance with the Chapter 11 Plan. After giving effect to the transactions contemplated hereby, the Borrower and its Subsidiaries shall have no Indebtedness other than the Loans made by the Lenders on the Closing Date ~~specifying~~ and other Indebtedness permitted by the Credit Documents (excluding any Permitted Additional Debt). The Administrative Agent (and their counsel) and the Lenders (and their counsel) shall have received evidence satisfactory to Majority Lenders that all liens on the assets of the Borrower and its ~~objection thereto~~Subsidiaries (other than liens permitted by the Credit Documents) have been (or will be concurrently with the initial funding under the Facility) released or terminated and that duly executed recordable releases and terminations in forms reasonably acceptable to the Majority Lenders with respect thereto have been obtained by the Borrower and its Subsidiaries. (s) [Reserved]. (t) The Bankruptcy Court shall have entered one or more final non-appealable orders (one of which orders may be the order confirming the Chapter 11 Plan) approving the Facility, this Agreement and the other Credit Documents, and authorizing the Borrower to execute, deliver and perform under the Facility, this Agreement and the other Credit Documents, which order shall be in full force and effect, not stayed, reversed or vacated, and, subject to the consent provisions set forth in Section 3.02 of the Restructuring Support Agreement, be in form and substance reasonably satisfactory to the Required Consenting Parties (as defined in the Restructuring Support Agreement). (u) The Chapter 11 Plan and all other related documentation (i) shall have been confirmed by an order of the Bankruptcy Court, which order shall be in full force and effect, unstayed and final, and shall not have been modified or amended without the written consent of the Majority Lenders, reversed or vacated, (ii) all conditions precedent to the effectiveness of the Chapter 11 Plan as set forth therein shall have been satisfied or waived (the waiver thereof having been approved by the Majority Lenders), and the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Chapter 11 Plan in accordance with its terms shall have occurred contemporaneously with the Closing Date and (iii) the transactions contemplated by the Chapter 11 Plan to occur on the effective date of the Chapter 11 Plan shall have been substantially consummated (as defined in Section 1101 of the Ban

Appears in 1 contract

Sources: Credit Agreement (California Resources Corp)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of ~~(i)~~ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Credit Parties ~~and~~ (~~ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A~~i) dated the Closing Date, (Bii) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (Ciii) in form and substance ~~reasonably satisfactory to the Administrative Agent and~~ customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (ii) below, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is ~~(A)~~ a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, ~~(B)~~ and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party ~~in the jurisdiction in which it is formed or organized~~ as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent (or its counsel) shall have received ~~a promissory note substantially in~~ executed copies of the ~~form of Exhibit G~~ Guarantee, executed by each Person which will be a Guarantor on the ~~Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender~~Closing Date. (i) All Equity Interests directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank (ii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the Credit Parties in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the ~~Mortgages, UCC financing statements~~ Mortgages (subject to the final paragraph of this Section) and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date subject to the last paragraph of this Section 6 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower, Falcon GP or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iii) The Administrative Agent shall have received customary UCC lien searches with respect to the Borrower and the Guarantors in their applicable jurisdictions of organization. (f) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Contribution Agreement. The Contribution Agreement shall not have been amended or waived in any material respect by PubCo and PubCo shall not have granted any material consent under the Contribution Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arranger and Bookrunner (not to be unreasonably withheld or delayed). (g) The Specified Contribution Agreement Representations and the Specified Representations shall be true and correct in all material respects on the Closing Date and the Administrative Agent shall have received a certificate of an authorized officer of the borrower certifying as to the satisfaction of such condition. (h) The approval of the Stockholder Proposals (other than approval and adoption of the Falcon Minerals 2018 Long Term Incentive Plan) shall have been duly obtained in accordance with the DGCL, PubCo’s Organizational Documents and the rules and regulations of NASDAQ (all such terms in this clause (h) that are not defined herein as are defined in the Contribution Agreement). (i) The Administrative Agent shall have received (ia) the ~~Initial Reserve Report~~ audited consolidated balance sheet of Royal Resources L.P. and its Subsidiaries as of December 31, 2017, and the related consolidated statements of operations, changes in partners’ capital (iideficit) ~~lease operating statements~~ and ~~production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent,~~ cash flows for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2017 and (b) the unaudited consolidated balance sheet of Royal Resources L.P. and its Subsidiaries as of March 31, 2018, and the related consolidated statements of operations, changes in partners’ capital (deficit) and cash flows for the three-month period then ended (the “Closing Date Financials”). (ij) The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower and its Subsidiaries as of and for the three-month period ending March 31, 2018, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). (k) [Reserved]. (l) On the Closing Date, the Administrative Agent (or its counsel) shall have received (i) a solvency certificate substantially in the form of Exhibit H J hereto and signed by a Financial Officer of the ~~Borrower~~Borrower and (ii) a Notice of Borrowing (whether in writing or by telephone) satisfying the requirements of Section 2.3(a). (jm) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) ~~caused~~ made commercially reasonable efforts to cause the Administrative Agent to be named as ~~lender~~ loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (kn) All fees and expenses required to be paid hereunder and ~~invoiced, including, without limitation,~~ invoiced at least three (3) Business Days before the ~~reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to~~ Closing Date (or such shorter period as may be reasonably agreed by the ~~Administrative Agent,~~ Borrower) shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (li) The Administrative Agent (or its counsel) ~~and the Lenders~~ shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least ~~five~~ ten (510) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least ~~five~~ ten (510) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (mp) ~~The Credit Parties~~ On the Closing Date, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries shall have ~~delivered title information to~~ any Disqualified Equity or Material Indebtedness for borrowed money other than the ~~Administrative Agent~~ Facility, with any existing Indebtedness for borrowed money (~~or its counsel~~including Indebtedness under the DGK Credit Agreement) as having been paid in full and the ~~Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil~~ commitments thereunder having been terminated and ~~Gas Properties of the Credit Parties evaluated in the Initial Reserve Report~~all liens and security interests released. (nq) The Administrative Agent (or its counsel) shall have received ~~executed copies~~ satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties and Oil and Gas Properties acquired on the Closing Date are located with respect to not less than 50% of the ~~Guarantee, executed by each Guarantor~~ PV-9 value of the Borrowing Base Properties on the Closing Date; provided that such timeline may be extended with the consent of the Administrative Agent (not to be unreasonably withheld or delayed). (or) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole and (c) at the time of this Agreement and also after giving effect to any Borrowing Initial Loans made on the Closing ~~Date, no Default or Event~~ Date shall not result in the aggregate amount of ~~Default shall have occurred and be continuing~~all Lenders’ Total Exposures at such time exceeding $92,000,000. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto. Notwithstanding the foregoing, to the extent any security interest in any Collateral (other than any a lien on Collateral that may be perfected solely (A) by the filing of a financing statement under the Uniform Commercial Code or (B) by the delivery of stock certificates of the Borrower’s Wholly owned Domestic Subsidiaries that are Material Subsidiaries) is not or cannot be provided and/or perfected on the Closing Date (subject to extensions approved by the Administrative Agent in its reasonable discretion) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute conditions precedent to the initial Borrowing under this Agreement, but shall be required to be delivered, provided, and/or perfected within (i) in the case of Mortgages required to be delivered pursuant to the Collateral Coverage Minimum, by the dates provided in the definition of “Collateral Coverage Minimum” and (ii) in the case of all other Collateral not otherwise described in the preceding clause (i), ninety (90) days following the Closing Date.

Appears in 1 contract

Sources: Credit Agreement (Falcon Minerals Corp)

Conditions Precedent to Initial Borrowing. The Closing Date is subject to the satisfaction of the following conditions precedent, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇, LLP, counsel to the Credit Parties and (ii) local counsel in each jurisdiction where Mortgaged Properties are located, in each case (A) dated the Closing Date, (B) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (C) in form and substance ~~reasonably~~ satisfactory to the Administrative Agent and customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (i) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing Date, (ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (iii) that attached thereto is (A) a true and complete copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party (other than Tidelands Oil Production Company, LLC) in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which has not been amended and, (C) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amended, (iv) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (d) The Administrative Agent shall have received a promissory note substantially in the form of Exhibit G executed by the Borrower in favor of each Lender that has requested a promissory note, evidencing the Loans owing to such Lender. (i) All Equity Interests directly owned by the Borrower or any Subsidiary ~~Guarantor~~Grantor, in each case as of the Closing Date, shall have been pledged pursuant to the Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank (iii) The Administrative Agent shall have received customary UCC, tax and judgment lien searches with respect to the ~~Credit Parties~~ Borrower and the Grantors in their applicable jurisdictions of organization, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents. (f) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents are true and correct in all material respects on and as of the Closing Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to the satisfaction of such condition. (g) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section ~~9.11~~9.10, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (h) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal ~~quarter~~ year ended December 31, ~~2023~~2022. (i) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H hereto and signed by a Financial Officer of the Borrower. (j) The Administrative Agent shall have received evidence that the Borrower has (i) obtained and effected all insurance required to be maintained pursuant to the Credit Documents and (ii) caused the Administrative Agent to be named as lender loss payee and/or additional insured under each insurance policy with respect to such insurance, as applicable. (k) All fees and expenses required to be paid hereunder and invoiced, including, without limitation, the reasonable and documented fees and expenses of ▇▇▇▇▇▇ ▇& ▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent, shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility, to the extent ~~invoiced at least two (2) Business Days prior to the Closing Date~~applicable. (l) The Administrative Agent (or its counsel) and the Lenders shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in the Initial Reserve Report. (n) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Guarantor on the Closing Date. (o) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying (a) that the Borrower and its Restricted Subsidiaries have received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not been any material adverse change in, or Material Adverse Effect on the business, operations, property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole and (c) at the time of this Agreement and also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default shall have occurred and be continuing. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 1 contract

Sources: Credit Agreement (California Resources Corp)

Conditions Precedent to Initial Borrowing. The ~~Closing Date~~ initial Borrowing under this Agreement is subject to the satisfaction of the following conditions ~~precedent~~precedent on or prior to April 16, 2021, except as otherwise agreed or waived pursuant to Section 13.1. (a) The Administrative Agent (or its counsel) shall have received from the Borrower (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include e-mail transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent (or its counsel) shall have received, on behalf of itself, the Collateral Agent and the Lenders, written opinions of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Credit Parties and (ii) ~~local~~ ▇▇▇▇▇ ▇▇▇▇▇▇, as special Louisiana counsel ~~in each jurisdiction where Mortgaged Properties are located~~to the Credit Parties, in each ~~case~~ case, (Ai) dated the Closing Date, (Bii) addressed to the Administrative Agent, the Collateral Agent, the Lenders and each Issuing Bank and (Ciii) in form and substance ~~reasonably satisfactory to the Administrative Agent and~~ customary for transactions of this type. The Borrower, the other Credit Parties and the Administrative Agent hereby instruct such counsel to deliver such legal opinions. (c) The Administrative Agent shall have received, in the case of each Credit Party, each of the items referred to in subclauses (i) and (ii), and, in the case of the Borrower, the item referred to in subclause (iii) below: (i) a copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of each Credit Party, in each case, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party as of a recent date from such Secretary of State (or other similar official); (ii) a certificate of an the Secretary or Assistant Secretary or similar officer of each Credit Party dated the Closing Date and certifying: (iA) that attached thereto is a true and complete copy of the bylaws (or limited liability company agreement or other equivalent governing documents) of such Credit Party as in effect on the Closing ~~Date~~Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (iiB) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Credit Party authorizing the execution, delivery and performance of the Credit Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date, (~~iii~~C) that ~~attached thereto is (A) a true and complete copy of~~ the certificate or articles of incorporation or certificate of ~~formation, including all amendments thereto,~~ formation of such Credit Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, (B) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Credit Party ~~in the jurisdiction in which it is formed or organized as of a recent date from such Secretary of State (or other similar official), which~~ has not been amended ~~and,~~ since the date of the last amendment thereto disclosed pursuant to subclause (Ci) if available after the use of commercially reasonable efforts by the Borrower, a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Credit Party in each jurisdiction where such Credit Party owns material Borrowing Base Properties (other than in the jurisdiction where such Credit Party is formed or organized), as of a recent date from the Secretary of State (or other similar official) of such jurisdiction, which has not been amendedabove, (ivD) as to the incumbency and specimen signature of each officer executing any Credit Document or any other document delivered in connection herewith on behalf of such Credit Party, and (vE) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (ii) above. (iii) a certificate of a Financial Officer of the Borrower to the effect that (x) no Default or Event of Default exists and (y) since December 31, 2019, no event has occurred and is continuing, individually or in the aggregate, that could reasonably be expected to result in a Material Adverse Effect and which certificate shall set forth the calculations demonstrating that, as of the Closing Date (i) the Borrower and its Restricted Subsidiaries were in compliance with a Consolidated Total Net Leverage Ratio of no more than 2.25:1.00 and (ii) after giving effect to the Closing Date Loans, the Liquidity of the Borrower and its Restricted Subsidiaries is no less than $250,000,000. (d) The Administrative Agent (or its counsel) shall have received executed copies of the Guarantee, executed by each Person which will be a ~~promissory note substantially in~~ Guarantor on the ~~form~~ Closing Date, and of ~~Exhibit G~~ a joinder to the Intercreditor Agreement, executed by the ~~Borrower in favor of each Lender that has requested a promissory note, evidencing~~ Administrative Agent as collateral agent for the ~~Loans owing to such Lender~~Secured Parties. (i) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, Mortgages on at least 90% of the PV-9 of the Credit Parties’ total Proved Reserves included in the Initial Reserve Report and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date subject to the last paragraph of this Section 6 or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document shall have been delivered to the Collateral Agent for filing, registration or recording and (B) comply with Section 9.11, in each case shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent. (ii) All Equity Interests of each wholly-owned Material Subsidiary directly owned by the Borrower or any Subsidiary Guarantor, in each case as of the Closing Date, shall have been pledged pursuant to ~~the~~ Collateral Agreement (except that such Credit Parties shall not be required to pledge any Excluded Equity Interests) and the Collateral Agent shall have received all certificates, if any, representing such securities pledged under the Collateral Agreement, accompanied by instruments of transfer and/or undated powers endorsed in blank. (iiiii) The Administrative Agent shall have received customary ~~UCC, tax and judgment~~ UCC lien searches with respect to the ~~Credit Parties~~ Borrower and the Guarantors in their applicable jurisdictions of organization~~, reflecting the absence of Liens and security interests other than those being released on or prior to the Closing Date or which are otherwise permitted under the Credit Documents~~. (f) The Acquisition shall have been consummated, or shall be consummated substantially concurrently with the initial Borrowing under this Agreement, in accordance with the terms of the Contribution Agreement. The Contribution Agreement shall not have been amended or waived in any material respect by PubCo and PubCo shall not have granted any material consent under the Contribution Agreement in a manner materially adverse to the Lenders (in their capacity as such) without the consent of the Lead Arrangers (not to be unreasonably withheld or delayed). Upon the consummation of the Acquisition, the Borrower and Restricted Subsidiaries shall own at least 98% of the PV-9 value set forth in the Initial Reserve Report. (g) All representations and warranties made by any Credit Party contained herein or in the other Credit Documents ~~are~~ shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the ~~Closing Date~~ date of such Credit Event (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date and except that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates) and the Administrative Agent shall have received a certificate of an ~~Authorized Officer~~ authorized officer of the ~~Borrower~~ borrower certifying as to the satisfaction of such condition. (gh) The Administrative Agent (or its counsel) shall have received copies of the Collateral Agreement, the Mortgages, UCC financing statements and each other Security Document that is required to be executed on the Closing Date, duly executed by each Credit Party party thereto, together with evidence that all other actions, recordings and filings required by the Security Documents as of the Closing Date or that the Collateral Agent may deem reasonably necessary to (A) create the Liens intended to be created by any Security Document and perfect such Liens to the extent required by, and with the priority required by, such Security Document IPO shall have been ~~delivered to~~ successfully consummated, or shall be consummated substantially concurrently with the ~~Collateral Agent for filing~~initial Borrowing under this Agreement, ~~registration or recording~~ and ~~(B) comply with Section 9.11, in each case~~ gross proceeds of no less than $300,000,000 shall have been ~~taken~~contributed, ~~completed~~ or ~~otherwise provided for in a manner reasonably satisfactory~~ shall be contributed substantially concurrently with the initial Borrowing under this Agreement, to the Administrative Agent. (h) The Administrative Agent shall have received (i) the Initial Reserve Report and (ii) lease operating statements and production reports with respect to the Oil and Gas Properties evaluated in the Initial Reserve Report, in form and substance satisfactory to the Administrative Agent, for the fiscal quarter ended December 31, 2023Borrower. (i) [reserved]. (j) [reserved]. (k) On the Closing Date, the Administrative Agent (or its counsel) shall have received a solvency certificate substantially in the form of Exhibit H J hereto and signed by a Financial Officer of the Borrower. (jl) The Administrative Agent shall have received evidence that the Borrower ~~has~~ shall have made commercially reasonable efforts to (i) ~~obtained~~ obtain and ~~effected~~ effect all insurance required to be maintained pursuant to the Credit Documents and (ii) ~~caused~~ cause the Administrative Agent to be named as ~~lender~~ loss payee and/or additional insured under each insurance policy with respect to such ~~insurance,~~ insurance as ~~applicable~~to which the Administrative Agent shall have requested to be so named. (km) All fees and expenses required to be paid hereunder and ~~invoiced, including, without limitation,~~ invoiced at least three (3) Business Days before the ~~reasonable and documented fees and expenses of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to~~ Closing Date (or such shorter period as may be reasonably agreed by the ~~Administrative Agent,~~ Borrower) shall have been paid in full in cash or netted from the proceeds of the initial funding under the Facility~~, to the extent invoiced at least two (2) Business Days prior to the Closing Date~~. (ln) The Administrative Agent (or its counsel) ~~and the Lenders~~ shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information (including a Beneficial Ownership Certification) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, ~~including,~~ including the Beneficial Ownership Regulation and the Patriot Act, that has been requested by the Administrative Agent in writing at least ~~five~~ ten (~~5) Business Days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three (3~~10) Business Days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least five (5) Business Days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower, shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied). (m) The Credit Parties shall have delivered title information to the Administrative Agent (or its counsel) as the Administrative Agent may reasonably require satisfactory to the Administrative Agent setting forth the status of title to at least eighty-five percent (85%) of the PV-9 value of the Oil and Gas Properties of the Credit Parties evaluated in the Initial Reserve Report. (no) The Administrative Agent (or its counsel) shall have received ~~executed copies~~ (i) the Initial Reserve Report and (ii) satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the ~~Guarantee~~Borrower and its Restricted Subsidiaries, ~~executed by each Guarantor~~ with respect to not less than 85% of the PV-9 value of the Borrowing Base Properties on the Closing Date (provided that the Administrative Agent may waive the requirements of the preceding clause (ii) in its reasonable discretion so long as the Administrative Agent (or its counsel) shall have received satisfactory title information (including customary title opinions, information or reports or other documents) consistent with usual and customary standards for the geographic regions in which the Borrowing Base Properties are located, taking into account the size, scope and number of leases and ▇▇▇▇▇ of the Borrower and its Restricted Subsidiaries, with respect to not less than 50% of the PV-9 value of the Borrowing Base Properties on the Closing Date). (op) The Administrative Agent shall have received ~~a certificate of an Authorized Officer of~~ evidence reasonably satisfactory to it that (i) the ~~Borrower certifying~~ Existing Vine RBL Credit Agreement (aii) ~~that~~ the ~~Borrower~~ Third Lien Credit Agreement and ~~its Restricted Subsidiaries~~ (iii) the Existing Brix Credit Agreement have ~~received all material third-party and governmental consents and approvals required by the terms of the Credit Documents, (b) since December 31, 2023, there has not~~ been ~~any material adverse change in~~terminated, or ~~Material Adverse Effect on~~ shall be terminated substantially concurrently with the ~~business~~initial Borrowing under this Agreement, ~~operations~~that all related outstanding obligations (however defined) have been discharged or released. or shall be discharged or released substantially concurrently with the initial Borrowing under this Agreement, ~~property, liabilities (actual or contingent) or condition (financial or otherwise) of the Credit Parties, taken as a whole~~ and ~~(c) at the time of this Agreement~~ Liens securing such agreements and ~~also after giving effect to any Borrowing on the Closing Date, no Default or Event of Default~~ obligations shall have ~~occurred and~~ been terminated and/or released, or shall be ~~continuing~~terminated and/or released substantially concurrently with the initial Borrowing under this Agreement,. Without limiting the generality of the provisions of Section 12.4, for purposes of determining compliance with the conditions ~~specified~~ specific in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matters required under this Section 6 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 Closing Date specifying its objection thereto.

Appears in 1 contract

Sources: Credit Agreement (Vine Energy Inc.)

Common use of Conditions Precedent to Initial Borrowing Clause in Contracts