Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent: (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions. (c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement. (e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof. (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. (g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement. (h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement. (i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Term Loans) (Limited Brands Inc), Amendment and Restatement Agreement (Term Loans) (Limited Brands Inc)
Conditions. 4.1 The consummation agreements of the transactions set forth Lenders contained in Sections 3 and 4 Clause 3.1 of this Third Supplemental Agreement shall all be expressly subject to the satisfaction condition that (i) no Event of the following conditions precedent:
Default has occured and (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreementii) that such party has signed a counterpart of this Agreement.
(b) The Administrative the Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent it and its counsel.legal advisers on or before the Effective Date:
(a) evidence that the persons executing this Third Supplemental Agreement on behalf of the Borrower and the Owners are duly authorised to execute the same;
(b) a certificate of an officer of the New Owner confirming the names of all its directors and shareholders and having attached thereto true and complete copies of its incorporation and constitutional documents;
(c) true and complete copies of resolutions passed at a meeting of the directors of the Borrower authorising and approving the execution of this Third Supplemental Agreement and each New Finance Document and authorising its directors or other representatives to execute the same on its behalf;
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date true and signed by the President, a Vice President or a Financial Officer complete copies of the Borrower, confirming resolutions passed at separate meetings of the representations directors and warranties set forth in paragraphs (a) shareholders of the New Owner authorising and (b) approving the execution of Section 5 of this Agreement.the New Finance and authorising its directors or other representatives to execute the same on its behalf;
(e) The Administrative Agent shall have received all amounts required to be paid the original of any power of attorney issued by each of the Borrower and the New Owner pursuant to Section 3 hereof.such resolutions aforesaid;
(f) The Administrative Agent shall evidence that “AGAMEMNON II” is:
(i) registered in the name of the New Owner under the laws and flag of the Republic of Liberia; and
(ii) insured in accordance with the relevant provisions of the New Mortgage and all requirements thereof in respect of such insurances have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.been fulfilled;
(g) The Administrative Agent shall be satisfied that each New Finance Document has been duly executed by the Amendment and Restatement Agreement New Owner together with evidence that:
(Revolving Credit Agreementi) dated as of the date hereof, New Mortgage has been registered against “AGAMEMNON II” with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective first priority in accordance with its terms concurrently with the effectiveness laws of this Amendment the Republic of Liberia;
(ii) all notices required to be served under the New General Assignment and Restatement.any New Charterparty Assignment have been served and acknowledged in the manner therein provided; and
(iii) save for the Security Interests created by or pursuant to the New Mortgage, the New General Assignment and any Charterparty Assignment, there are no Security Interests of any kind whatsoever on “AGAMEMNON II” or her Earnings, Insurances or Requisition Compensation;
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as a certified true copy of any Charterparty entered into in respect of the date hereof, among New Ship duly signed by the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.parties thereto;
(i) The Administrative Agent shall have received evidence that the New Earnings Account has been opened and all mandate forms and all, documentation and other information reasonably requested required by it each Creditor Party in relation to satisfy the requirements of bank regulatory authorities under applicable New Owner pursuant to that Creditor Party’s “know your customer” requirements have been received;
(j) a true and anticomplete copy of the management agreement in respect of “AGAMEMNON II”;
(k) the New Manager’s Undertaking executed by the Approved Manager in favour of the Security Trustee;
(l) a copy of the Share Purchase Agreement duly signed by the parties thereto;
(m) evidence that the New Owner is a direct or indirect wholly-money laundering rules and regulationsowned subsidiary of the Borrower;
(n) copies of ISM DOC, including the Patriot Act. The Administrative Agent shall notify the Borrower SMC and the Lenders International Ship Security Certificate under the ISPS Code in respect of “AGAMEMNON II”;
(o) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Third Supplemental Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent deems appropriate;
(p) such legal opinions as the Agent may require in respect of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoingmatters contained in this Third Supplemental Agreement, the consummation New Finance Documents; and
(q) evidence that the agent referred to in clause 30.4 of the transactions set forth in Sections 3 Loan Agreement has accepted its appointment as agent for service of process under this Third Supplemental Agreement and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Finance Documents.
Appears in 2 contracts
Sources: Loan Agreement, Third Supplemental Agreement (Capital Product Partners L.P.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of indemnifying Party’s obligations under this Agreement Section 8 (Indemnification for Third Party Claims) shall be conditioned upon and subject to the satisfaction of indemnified parties (i.e., the following conditions precedent:
Provider Indemnitees or the University Indemnitees, as the case may be): (a) The Administrative Agent (or notifying the indemnifying Party promptly in writing of any Claim of which an indemnified party becomes aware, provided, that the failure to provide such notice shall not relieve the indemnifying Party from its counsel) shall have received from each party hereto either (A) obligations hereunder, except to the extent of any material prejudice to the indemnifying Party as a counterpart of this Agreement signed on behalf direct result of such party or failure; (Bb) written evidence satisfactory offering the indemnifying Party sole authority to control fully, at the Administrative Agent (which may include telecopy transmission indemnifying Party’s expense with counsel of its choice, the defense and settlement of any Claim; provided, that any Claim of a signed signature page regulatory nature or involving any Educational Agency shall be under the mutual control of University and Provider and subject to Section 15 (Duty to Cooperate) of this Agreement) , it being understood that the primary communications with the Educational Agency shall be through University (although Provider may be present at or participate in such party has signed a counterpart discussions in its discretion and University will provide reasonable prior written notice to Provider of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
discussions); (c) The Administrative Agent having the right, at the indemnified parties’ cost and expense, to participate in the defense of such Claim using legal counsel of its or their own choosing, provided, that such participation shall have received such documents and certificates as not reduce or impact the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing indemnifying Party’s control of the Borrower, the authorization of this Agreement defense and the Restated Term Loan Credit Agreement settlement as provided herein; and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date furnishing all reasonable cooperation and signed assistance requested by the Presidentindemnifying Party in accordance with Section 15 (Duty to Cooperate) below. Notwithstanding anything to the contrary contained in this Section 8 (Indemnification for Third Party Claims), if, within fifteen (15) days following receipt by the indemnifying Party of notice of a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs Claim pursuant to subpart (a) and (b) of Section 5 the preceding sentence, the indemnifying Party fails to provide written notice to the indemnified parties of this Agreement.
(e) The Administrative Agent the indemnifying Party’s intention to assume the defense of such Claim, then each indemnified party shall have received the right to assume the sole control of the defense of such Claim by counsel of its choice, in which event if the Claim is in fact a Claim for which the indemnifying Party was obligated to defend, indemnify and hold harmless the indemnified parties, the indemnifying Party shall indemnify any such indemnified party for all reasonable attorneys’ fees and costs incurred by such indemnified party in connection with such defense and such reimbursement of attorneys’ fees shall be in addition to the indemnification for other amounts required sought hereunder in connection with such Claim. For the avoidance of doubt, neither Party may settle a Claim without the prior written consent of the other Party, such consent not to be paid by the Borrower pursuant to Section 3 hereofunreasonably withheld, delayed or conditioned.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 2 contracts
Sources: Master Services Agreement (Grand Canyon Education, Inc.), Master Services Agreement (Grand Canyon Education, Inc.)
Conditions. 3.1 The consummation sale and purchase of the transactions set forth in Sections 3 and 4 of Sale Shares pursuant to this Agreement shall be subject to is in all respects conditional on the satisfaction or waiver of the following conditions precedentConditions:
(a) The Administrative Agent the passing of a duly convened resolution of the board of directors of NewLead to approve the arrangements described in this Agreement in the agreed form subject to the fiduciary duties from time to time of their directors;
(b) confirmation in writing from each of the Mortgagee Banks, (in forms acceptable to the Purchaser and NewLead in all respects), that each Mortgagee Bank: (i) approves and consents to the arrangements described in this Agreement; and (ii) agrees to a moratorium or grace period in respect of any rights the Mortgagee may have against the Companies and/or the Vessels (on such terms as may be acceptable to the Purchaser);
(c) the continuing public listing of common stock in NewLead on any national security exchange or market, trading or quotation facility up to an including the First Completion Date;
(d) the issuance of a satisfactory legal opinion or due diligence report by the Purchaser's Solicitors in favour of the Purchaser (or its counselNewLead as the case may be) shall have received in such form as may be acceptable to the Purchaser;
(e) the issuance of a satisfactory financial report (including, without limitation, an analysis of the Assets, historical audited accounts for the financial years ending 31 December 2011, 31 December 2012 and 31 December 2013 and other financial statements of the Companies and the Vendors' Group) by the Vendor's Accountants in favour of the Purchaser (or NewLead as the case may be) in such form as may be acceptable to the Purchaser;
(f) the issuance of a letter to the Purchaser and NewLead (in such form as may be acceptable to the Purchaser) from each party hereto either of the Vendors, the Companies and the directors/officers of the Companies confirming (Aamongst other things) a counterpart of this Agreement signed that all documentation and information supplied to the Purchaser (or the Purchaser's Solicitors on behalf of such party the Purchaser) is true, accurate and complete in all respects, does not contain any misstatement of fact or (B) written evidence satisfactory to omit any material fact, is not misleading and has not been amended, varied or supplemented in any way on, before or after the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) date that such party has signed a counterpart of documentation or information was supplied by the Purchaser; and
(g) all Parties (other than NewLead) having passed director and shareholder resolutions approving this Agreement and all matters required in connection with this Agreement.
3.2 The Parties must use all reasonable endeavours to procure that the Conditions are satisfied as soon as practicable and in any event no later than 00:00:
(a) on 31 October 2014; or
(b) The Administrative Agent shall have received where a written opinion (addressed to later date has been agreed in writing between the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Parties, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionson that date.
(c) The Administrative Agent shall 3.3 A Condition may only be waived by all Parties in writing.
3.4 If the Conditions have received such documents and certificates as the Administrative Agent not been satisfied or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of waived by 00:00 on 31 October 2014 this Agreement will terminate and the Restated Term Loan Credit Agreement cease to have effect immediately after that time on that date except for Clauses 19, 20, 21,24, 25, 26 and any other legal matters relating to the Borrower, this Agreement rights or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall liabilities that may have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of accrued under this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by 3.5 For the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment avoidance of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (anddoubt, in the event of termination of the Agreement pursuant to Clause 3.4 above, the Vendors shall not be entitled to make any claim whatsoever against either the Purchaser or NewLead for any compensation, indemnity, losses, damages, expenses or costs whatsoever whether directly or indirectly incurred or whether present, future or contingent as a consequence such conditions are not so satisfied termination or waived, entry into this Agreement shall terminate at such time)Agreement.
Appears in 2 contracts
Sources: Share Sale and Purchase Agreement (NewLead Holdings Ltd.), Share Sale and Purchase Agreement (NewLead Holdings Ltd.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this This Agreement shall be subject to effective on the satisfaction first date (the “Incremental Closing Date”) on which each of the following conditions precedentprecedent set forth in this Section 5 have been satisfied:
(a) The Administrative Agent (or its counsel) This Agreement shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to been duly executed by the Incremental Lender, the Borrowers, the Guarantors and the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent.
(b) The Administrative Agent shall have received received, for distribution to the Incremental Lender, a written opinion certificate of the secretary or assistant secretary (addressed or other officer reasonably acceptable to the Administrative Agent) of each Borrower dated the Incremental Closing Date, certifying (A) that (i) attached thereto is a true and complete copy of each Organizational Document (or its equivalent) of such Borrower certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization or (ii) there have been no changes to the Organizational Documents of such Borrower delivered to the Administrative Agent and on the Lenders and dated the Restatement Effective Closing Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (iiB) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Managers of such Borrower establishing that all necessary organizational action on the part of such Borrower has been taken, counsel for authorizing the Borrowerexecution, substantially delivery and performance of this Agreement contemplated to be entered into by such Borrower and that such resolutions and other actions have not been modified, rescinded, supplemented, or amended and are in the form of Exhibits B-1 full force and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionseffect.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating received, for distribution to the organizationIncremental Lender, existence and a certificate as to the good standing of each Borrower as of a recent date, from the Borrower, Secretary of State of the authorization State of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counselDelaware.
(d) The Administrative Agent shall have received a certificatereceived, dated for distribution to the Restatement Effective Date and signed by the PresidentIncremental Lender, a Vice President or a Financial certificate from an Authorized Officer of the Borrower, confirming the representations Borrower Representative reasonably satisfactory to it certifying and warranties set forth in paragraphs demonstrating (a) as to the Borrowers’ Certifications in Section 7 hereof, and (b) that all of the requirements set forth in Section 5 2.25 of this Agreementthe Credit Agreement have been satisfied with respect to the Incremental Facility, such certificate to be accompanied by calculations shown in reasonable detail to that effect.
(e) The Administrative Agent and the Incremental Lender shall have received all amounts required received, on behalf of themselves, the other Agents, the Lenders and the Issuing Bank, a favorable written opinion of ▇▇▇▇▇ Day, special counsel for the Credit Parties, (A) dated the Incremental Closing Date, (B) addressed to be paid by the Borrower pursuant Agents, the Incremental Lender, the Issuing Bank and the Lenders and (C) covering such matters relating to Section 3 hereofthis Agreement and the Credit Documents as the Administrative Agent shall reasonably request.
(f) The Administrative Agent shall have received payment of (i) all fees due to it and other the Incremental Lender, as separately agreed, (ii) reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Incremental Lender incurred in connection with the entry into of this Agreement and (iii) all amounts due and payable on or prior to under Section 10.2 of the Restatement Effective DateCredit Agreement, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses that are specifically required to be reimbursed or paid by on the Borrower hereunderIncremental Closing Date, in each case, to the extent invoiced at least two (2) Business Days prior to the Incremental Closing Date.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect Solely to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among extent specifically requested by the BorrowerIncremental Lender at least three (3) Business Days prior to the Incremental Closing Date, the lenders party there Incremental Lender shall have received at least one (1) Business Day prior to the Incremental Closing Date all documentation and JPMorgan Chase Bankother information required under Anti-Terrorism Laws and applicable “know-your-customer” and anti-money laundering Laws, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementincluding a Beneficial Ownership Certification.
(h) The Administrative Agent shall be satisfied that have received, for distribution to the 364-Day Revolving Credit Agreement dated as of the date hereofIncremental Lender, among the Borrowera Solvency Certificate duly executed and delivered by Parent, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, substantially in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).form attached hereto as Exhibit A.
Appears in 2 contracts
Sources: Joinder Agreement, Joinder Agreement (NRC Group Holdings Corp.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this This Agreement shall be subject to effective on the date hereof upon the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart counterparts of this Agreement signed Agreement, which collectively shall have been duly executed on behalf of such party or (B) written evidence satisfactory to the Borrower, the other Loan Parties, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent, the Lenders, the L/C Issuer, and the Swing Line Lender.
(b) The Administrative Agent shall have received a written opinion Note executed by the Borrower in favor of each Lender that has requested a Note at least two (addressed to 2) Business Days in advance of the Administrative Agent and the Lenders and dated the Restatement First Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates of good standing (to the extent such concept exists) from the applicable secretary of state of the state of organization of each Loan Party, certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or its counsel may reasonably request relating require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to the organization, existence and good standing of the Borrower, the authorization of act as a Responsible Officer in connection with this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, certificate from a Vice President or a Financial Responsible Officer of the Borrower, confirming Borrower certifying as to the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement4(b).
(e) The Administrative Agent shall have received all amounts required to be paid by a solvency certificate from the chief financial officer, chief accounting officer or other officer with duties of the Borrower pursuant (after giving effect to Section 3 hereofthis Agreement) substantially in the form Solvency Certificate delivered on the Closing Date.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior an opinion from ▇▇▇▇, Gotshal & ▇▇▇▇▇▇ LLP, counsel to the Restatement Effective DateLoan Parties, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderin customary form.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, have received a duly executed Committed Loan Notice with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among Extension to occur on the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this First Amendment and RestatementEffective Date (if any).
(h) The Administrative Agent shall be satisfied that have received, at least two (2) days prior to the 364-Day Revolving Credit Agreement dated as of the date hereofFirst Amendment Effective Date, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy about the requirements of bank regulatory authorities Borrower and the Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act. , that has been requested by the Administrative Agent in writing at least ten (10) days prior to the First Amendment Effective Date and (ii) if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification for the Borrower, in each case, that has been requested by the Administrative Agent or any Lender in writing at least ten (10) Business Days prior to the First Amendment Effective Date.
(i) The Borrower shall have repaid a portion of the Term A Loans outstanding under the Existing Credit Agreement immediately prior to the First Amendment Effective Date (which such repayment may be made using Revolving Credit Loans on the First Amendment Effective Date) in an amount equal to the difference between the aggregate principal amount of the Term A Loans outstanding immediately prior to the First Amendment Effective Date and the aggregate principal amount of the Term A Commitments on the First Amendment Effective Date.
(j) The Borrower shall have paid all accrued interest and fees outstanding under the Existing Credit Agreement immediately prior to the First Amendment Effective Date (which such accrued interest and fees may be paid using Revolving Credit Loans on the First Amendment Effective Date).
(k) The Borrower shall have paid to the Administrative Agent all fees and expenses due from the Borrower (including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent), or arrangements reasonably acceptable to the Administrative Agent shall notify have been made for the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, payment thereof substantially contemporaneously with the consummation of this Agreement. Without limiting the transactions set forth generality of the provisions of Section 9.03 of the Existing Credit Agreement, for purposes of determining compliance with the conditions specified in Sections 3 this Section 3, each of the Lenders, the L/C Issuer, and 4 of the Swing Line Lender that has signed this Agreement shall not become effective be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to such Person unless each of the foregoing conditions is satisfied at or Administrative Agent shall have received notice from such Lender prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).proposed First Amendment Effective Date specifying its objection thereto
Appears in 2 contracts
Sources: First Amendment to Credit Agreement (Portillo's Inc.), First Amendment to Credit Agreement (Portillo's Inc.)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “2017 Refinancing Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Replacement Revolving Facility Lenders, the Refinancing Term Lender (Awhich, immediately following the effectiveness hereof, constitute the Required Lenders) and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the representations and warranties set forth in Section 5 above shall be true and correct as of the 2017 Refinancing Effective Date;
(c) the Administrative Agent shall have received a written opinion certificate, dated the 2017 Refinancing Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 5 above;
(addressed d) a Borrowing Request relating to the Refinancing Term Loans and a prepayment notice relating to the Term B Loan Repayment Amounts shall have been delivered in accordance with Section 2.10(d) of the Credit Agreement;
(e) the Administrative Agent shall have received, on behalf of itself, the Replacement Revolving Facility Lenders, and the Lenders and dated the Restatement Effective Date) of Refinancing Term Lender, a favorable written opinion from each of (i) ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇▇ LLP, General Counsel of special counsel for the Borrower, Loan Parties and (ii) ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇Bockius, LLP, New York counsel for the BorrowerLoan Parties, substantially in each case (A) dated as of the 2017 Refinancing Effective Date, (B) addressed to the Administrative Agent, the Replacement Revolving Facility Lenders and the Refinancing Term Lender and (C) in form of Exhibits B-1 and B-2, respectively, substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.;
(cf) The the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Third Amendment Effective Date and such additional customary documents and certificates filings as the Administrative Agent or its counsel may reasonably request relating require to assure that the Replacement Revolving Facility and the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility and Term B Loans;
(g) the Administrative Agent shall have received, for the account of the Refinancing Term Lender, an amount equal to 0.10% of the aggregate principal amount of the Refinancing Term Loans held by the Refinancing Term Lender as of the 2017 Refinancing Effective Date, with such payment to be earned by, and payable to the organization, existence and good standing Refinancing Term Lender on the 2017 Refinancing Effective Date (which may be offset against the proceeds of the BorrowerTerm B Loan Refinancing);
(e) all principal, interest and fees outstanding on the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all 2017 Refinancing Effective Date shall have been paid in form and substance satisfactory full to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated for the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer account of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (existing Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).Facility Lenders;
Appears in 2 contracts
Sources: Incremental Assumption Agreement, Incremental Assumption Agreement (Rexnord Corp)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be Purchaser’s obligation to fund a Purchase Payment or a Drawdown Purchase pursuant to Section 1(a) is subject to the satisfaction or waiver in writing of the following conditions precedenton or prior to the date of such Purchase Payment or Drawdown Purchase:
(a) The Administrative Agent (or its counsel) HoldCo shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory issued the HoldCo LLC Interest to the Administrative Agent (which may include telecopy transmission Purchaser as of the Effective Date and the Purchaser shall be a signed signature page party to the HoldCo LLC Agreement as a member of this Agreement) that such party has signed a counterpart of this HoldCo in the amount set forth in the HoldCo LLC Agreement.
(b) The Administrative Agent Form ADV for the Adviser shall be effective with the U.S. Securities and Exchange Commission (the “SEC”).
(c) Solely with respect to the BDC Capital Commitment, the BDC Form 10 shall have received a written opinion become effective in accordance with the Securities Exchange Act of 1934, as amended (addressed the “Exchange Act”).
(d) Solely with respect to the Administrative Agent BDC Capital Commitment, the BDC PPM shall have been finalized by the Effective Date.
(e) Solely with respect to the BDC Capital Commitment, the Form N-54A election to be treated as a business development company shall have been made with the SEC by the BDC.
(f) Solely with respect to the BDC Capital Commitment, the Articles of Amendment and Restatement, Written Consent of the Sole Director in Lieu of a Meeting of the Board of Directors, Amended and Restated Bylaws, the BDC IAA and the Lenders and dated Master Services Agreement shall have become effective with respect to the Restatement Effective DateBDC.
(g) of each of Solely with respect to the SMA Capital Commitment, the SMA Form 10 shall have become effective in accordance with the Exchange Act.
(h) Solely with respect to the SMA Capital Commitment, the Form N-54A election to be treated as a business development company shall have been made with the SEC by the SMA.
(i) Solely with respect to the SMA Capital Commitment, the SMA IAA and the Master Services Agreement shall have become effective with respect to the SMA.
(j) Solely with respect to the SMA Capital Commitment, the Purchaser shall be admitted to the SMA as a Common Unitholder (as defined in the SMA LLC Agreement).
(k) The Purchaser shall have been furnished with customary legal opinions from ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this AgreementBDC, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents SMA and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationHoldCo, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificatePurchaser. Except as otherwise expressly permitted herein, dated the Restatement Effective Date and signed by Form ADV, each Form 10, the PresidentBDC PPM, a Vice President or a Financial Officer each Form N-54A election, the BDC Governing Documents, the BDC’s Written Consent of the BorrowerSole Director in Lieu of a Meeting of the Board of Directors, confirming the representations BDC IAA, the Master Services Agreement and warranties set forth the SMA IAA shall be in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required substantially the forms provided to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or Purchaser prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 2 contracts
Sources: Subscription Agreement (Abu Dhabi Investment Authority), Subscription Agreement (Abu Dhabi Investment Authority)
Conditions. The consummation effectiveness of any Incremental Amendment, and the transactions set forth in Sections 3 and 4 of this Agreement Incremental Commitments thereunder, shall be subject to the satisfaction on the date thereof (the “Incremental Facility Closing Date”) of each of the following conditions precedentconditions:
(ai) The Administrative Agent (or its counselwith respect to any Incremental Revolving Commitments, after giving effect to such Incremental Revolving Commitments, the condition set forth in Section 3.02(a) shall be satisfied;
(ii) no Default or Event of Default shall have received from each party hereto either occurred and be continuing or would result after giving effect to such Incremental Commitments;
(Aiii) on the Incremental Facility Closing Date, after giving effect to the Incremental Commitments then being established (assuming a counterpart borrowing of this Agreement signed the maximum amount of Loans available under any Incremental Revolving Commitment then being established), the Consolidated Interest Coverage Ratio of the Borrower and its Restricted Subsidiaries for the most recently ended four full fiscal quarters for which financial statements have been delivered pursuant to Section 5.06(a) or (b), shall be at least 2.00 to 1.00, determined on behalf a pro forma basis as if such Incremental Term Loans or Incremental Revolving Loans, as applicable, had been incurred on the first day of such party or four-quarter period;
(Biv) written evidence satisfactory to the extent reasonably requested by the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Agent, the Administrative Agent shall have received a written opinion (A) board resolutions and officers’ certificates consistent with those delivered on the Closing Date and customary legal opinions addressed to the Administrative Agent, the Collateral Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Lenders, General Counsel of the Borrowerother than changes to such legal opinion resulting from a Change in Law, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially change in the fact or change to counsel’s form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall opinion reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.(B) such Security Documents, reaffirmation agreements and/or such amendments to the Security Documents (including modifications to the Ship Mortgages), as may be reasonably requested by the Administrative Agent in order to ensure that the enforceability of the Security Documents and the perfection and priority of the Liens thereunder are preserved and maintained;
(dv) The Administrative Agent each new Incremental Term Commitment shall have received a certificate, dated be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all remaining availability under the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties limit set forth in paragraphs (aSection 2.14(a) and (b) of Section 5 of this Agreement.above);
(evi) The Administrative Agent each new Incremental Revolving Commitment shall have received be in an aggregate principal amount that is not less than $5,000,000 and an integral multiple of $1,000,000 in excess thereof (provided that such amount may be less than $5,000,000 if such amount represents all amounts required to be paid by remaining availability under the Borrower pursuant to limit set forth in Section 3 hereof.2.14(a) above); and
(fvii) The Administrative Agent shall have received all fees and such other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated conditions as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and each Incremental Lender providing such notice Incremental Commitments shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)agree.
Appears in 2 contracts
Sources: Credit Agreement (Vantage Drilling International), Credit Facility Agreement
Conditions. The consummation of Company agrees that it will not accept any Notes tendered in the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to Exchange Offer until the satisfaction of the following conditions precedent:
(each a "Condition" and collectively, the "Conditions"): (a) The Administrative Agent (or its counsel) there shall have received from each party hereto either been validly tendered and not withdrawn not less than 60% in the aggregate principal amount due at maturity of the 2005 Notes outstanding on the date of the expiration of the Exchange Offer (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
"Minimum Condition"); (b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇preparation and, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreementas appropriate, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationdissemination, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent Required Noteholders, of offering documents necessary to implement the Exchange Offer and its counsel.
the transactions contemplated by the Term Sheet in accordance with the terms of such Term Sheet; (c) the Indenture Amendments shall have become effective in a form substantially similar to that attached to the Term Sheet; (d) The Administrative Agent the Third Amendment to Senior Credit Agreement shall have received become effective in a certificate, dated form substantially similar to that attached to the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
Term Sheet; (e) The Administrative Agent the Series C Certificate of Designation in a form substantially similar to that attached to the Term Sheet shall have received all amounts required to be paid by been filed with the Borrower pursuant to Section 3 hereof.
Delaware Secretary of State; (f) The Administrative Agent a new independent director designated in writing by the Required Noteholders and reasonably acceptable to the existing board of directors of the Company shall have received all fees and other amounts due and payable on or prior been added to the Restatement Effective Date, including, to board of directors of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
Company; (g) The Administrative Agent the Company shall be satisfied that have executed and delivered the Amendment and Restatement Agreement (Revolving New Notes Credit Agreement, the Intercreditor Agreement and the Registration Rights Agreement, each in a form substantially similar to those attached to the attached Term Sheet; (h) dated as of the date hereofCompany shall have executed and delivered the New Notes Security Documents in a form reasonably acceptable to the Required Noteholders; (i) there shall not have been any action taken, or any statute, rule, regulation, judgment, order, stay, decree or injunction promulgated, enacted, entered, enforced with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the BorrowerExchange Offer, the lenders party there and JPMorgan Chase Bankexchange of 2005 Notes or 2008 Notes for the applicable consideration pursuant to the Exchange Offer, N.A.the Consent Solicitation or the Indenture Amendments by or before any court or governmental regulatory or administrative agency or authority, as administrative agenttribunal, shall become effective in accordance with its terms concurrently with which prohibits the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as making of the date hereof, among the BorrowerExchange Offer, the lenders party Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration or would, directly or indirectly, prohibit, prevent, restrict or materially delay consummation of, or would otherwise adversely affect in any material manner, the Exchange Offer, the Consent Solicitation, the Indenture Amendments or the exchange of 2005 Notes or 2008 Notes for the applicable consideration; and (j) there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall not have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actbeen any Material Adverse Change. The Administrative Agent shall notify Company may not, without the Borrower and the Lenders written consent of the Restatement Effective DateRequired Noteholders, and such notice shall be conclusive and bindingwaive the Minimum Condition or any of the other Conditions. Notwithstanding In addition to the foregoingConditions, the consummation Company agrees that it will not accept any Notes tendered by the Noteholders unless the Company has delivered to the Noteholders a written opinion of counsel to the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, Company in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)form approved by the Required Noteholders.
Appears in 2 contracts
Sources: Support Agreement (Salton Inc), Support Agreement (Salton Inc)
Conditions. The consummation effectiveness of this Amendment and the obligations of each 2016 Incremental Term Loan Lender to fund its portion of the transactions set forth in Sections 3 and 4 of this Agreement shall be 2016 Incremental Term Loan is subject to the satisfaction of the following conditions precedentconditions:
(a) The a. the Administrative Agent (or its counsel) shall have received from each of the Loan Parties party hereto either (A) thereto a counterpart of this Agreement signed on behalf of such party (or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreementfacsimile or other electronic transmission) that such party has signed a counterpart counterpart) of (i) this Agreement.Amendment signed by Holdings, the Borrowers, and each other Loan Party, (ii) deeds of acknowledgement, dated as of the First Amendment Effective Date, for each of (x) the Cyprus Share Pledge and (y) the Cyprus Debenture, each signed by each Loan Party party thereto, (iii) an amendment and reaffirmation agreement, dated as of the First Amendment Effective Date, referring to each of (w) the Hungarian Quota Pledge, (x) the Hungarian Account Pledge, (y) the Hungarian Rights Pledge and (z) the Hungarian Asset Pledge, signed by each Loan Party party thereto, (iv) each Promissory Note signed by the Borrowers (to the extent requested at least three Business Days prior to the First Amendment Effective Date), and (v) each other Loan Document to be executed on the First Amendment Effective Date signed by the Loan Parties party thereto;
(b) The b. the Administrative Agent shall have received a received, on behalf of itself and the 2016 Incremental Term Loan Lenders on the First Amendment Effective Date, customary written opinion legal opinions (A) dated the First Amendment Effective Date, (B) addressed to the Administrative Agent and the 2016 Incremental Term Loan Lenders and dated (C) in form and substance reasonably satisfactory to the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, Administrative Agent and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby Amendment and all documents and instruments delivered in connection herewith as the Administrative Agent shall reasonably request. The Borrower hereby requests such , from each of:
(i) Ropes & ▇▇▇▇ LLP, special counsel to deliver such opinionsHoldings, the Borrowers and the other Loan Parties, with respect to U.S. law matters;
(ii) Andrékó Kinstellar Ügyvédi Iroda, special Hungarian counsel to the Administrative Agent, with respect to Hungarian law matters; and
(iii) Andreas Neocleous & Co, special Cyprus counsel to the Administrative Agent, with respect to Cyprus law matters.
(c) The c. the Administrative Agent shall have received such documents the results of recent UCC (or similar), tax and certificates as the Administrative Agent or its counsel may reasonably request relating judgment Lien searches with respect to the organization, existence and good standing each of the Borrower, Loan Parties in each applicable jurisdiction in the authorization of this Agreement and United States;
d. the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory Borrower Representative shall have delivered to the Administrative Agent a Borrowing Request pursuant to Section 2.03 of the Credit Agreement in connection with the funding of the 2016 Incremental Term Loan on the First Amendment Effective Date; provided that, notwithstanding the deadline for delivery of such Borrowing Request set forth in clause (a) of Section 2.03 of the Credit Agreement, such Borrowing Request may be delivered no later than 1:00 p.m., two (2) Business Days prior to the First Amendment Effective Date;
e. Prior to or substantially concurrently with the funding of the 2016 Incremental Term Loan, the UCB Acquisition shall have been consummated in all material respects in accordance with the terms of the UCB Acquisition Agreement, but without any amendments, waivers or consents by any party thereto that are materially adverse to the interests of the 2016 Incremental Term Loan Lenders or the Lead Arranger in their respective capacities as such without the consent of the Lead Arranger, such consent not to be unreasonably withheld, delayed or conditioned (it being understood and agreed that (a) any decrease in the purchase price shall be deemed to not be materially adverse to the interests of the 2016 Incremental Term Loan Lenders or the Lead Arranger so long as such decrease reduces the 2016 Incremental Term Loan on a dollar-for-dollar basis and (b) any increase in the purchase price shall be deemed to not be materially adverse to the 2016 Incremental Term Loan Lenders or the Lead Arranger so long as such increase is funded with cash on the balance sheet of OPC or amounts permitted to be drawn and applied for such purpose under the Revolving Credit Commitments (as defined in the Existing Credit Agreement));
f. the 2016 Incremental Term Loan shall be an “Incremental Term Loan” as defined in the Existing Credit Agreement, incurred in accordance with Section 2.21 of the Existing Credit Agreement;
g. each of the representations and warranties made by the Seller in the UCB Acquisition Agreement as are material to the interests of the 2016 Incremental Term Loan Lenders (but only to the extent that the Buyer or its counsel.applicable affiliate have the right to terminate its obligations under the UCB Acquisition Agreement or to decline to consummate the UCB Acquisition as a result of a breach of such representations in the UCB Acquisition Agreement (to such extent, the “UCB Specified Acquisition Agreement Representations”)), and each of the Specified Representations, shall be true and correct in all material respects (except in the case of any UCB Specified Acquisition Agreement Representation or Specified Representation which expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be);
h. the consummation of the UCB Acquisition shall not result in (di) The the assumption by any Loan Party of any Indebtedness other than Indebtedness permitted by Section 6.01 of the Existing Credit Agreement or (ii) the acquisition by any Loan Party of any asset or property subject to any Lien other than Permitted Liens;
i. the Administrative Agent shall have received board (or equivalent governing body) resolutions and officer’s certificates substantially consistent with those delivered on the Closing Date;
j. the Administrative Agent shall have received a certificate, dated certificate in substantially the Restatement Effective Date and signed by form of Annex I to Exhibit B of the President, a Vice President or 2016 Incremental Term Loan Commitment Letter from a Financial Officer of Holdings certifying as to the Borrower, confirming the representations and warranties matters set forth in paragraphs (a) and (b) of Section 5 of this Agreement.therein;
(e) The k. the Administrative Agent shall have received a certificate dated the First Amendment Effective Date and signed on behalf of the Borrower Representative by a Responsible Officer, certifying on behalf of the Borrowers that each condition set forth in Sections 3(e) through (h) above has been satisfied on such date; and
l. the Borrowers shall have paid (i) all amounts the fees required to be paid by on the Borrower First Amendment Effective Date pursuant to Section 3 hereof.
that certain Fee Letter, dated as of October 20, 2016 (fthe “First Amendment Fee Letter”), by and among OPC and CIT (and any other fee letter between OPC and any 2016 Incremental Term Loan Lender) The Administrative Agent shall have received and (ii) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by on the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the First Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect Effective Date pursuant to the Amended and Restated Revolving Credit Agreement dated as of October 62016 Incremental Term Loan Commitment Letter, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among for which invoices have been presented at least three (3) Business Days prior to the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this First Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall which amounts may be conclusive and binding. Notwithstanding offset against the foregoing, the consummation proceeds of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)2016 Incremental Term Loan.
Appears in 2 contracts
Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this This Agreement shall be subject to effective on the satisfaction first day (the “Forbearance Effective Date”) upon which each of the following conditions precedentprecedent shall have been satisfied:
(ai) The Administrative Agent (or its counsel) the Lender shall have received from each party hereto either (A) a counterpart signature of the Credit Parties to this Agreement signed on behalf and (ii) the Credit Parties shall have received a counterpart signature of such party or (B) written evidence satisfactory the Lender to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent the Credit Parties shall have received used the proceeds of the Additional Loan Installments (as defined in Section 5) to reimburse the Lender in cash in immediately available funds for $550,000 of accrued and unpaid Expenses (it being understood that all accrued and unpaid Expenses in excess of such amount shall be reimbursed by the Credit Parties pursuant to Section 7.17 of the Loan Agreement at a written opinion subsequent date);
(addressed c) the Credit Parties shall have used the proceeds of the Additional Loan Installments to pay to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of Lender cash in immediately available funds equal to (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel $251,463.11 in satisfaction of the Borrowerinterest payment required to be made by the Borrowers on August 1, 2018 with respect to outstanding Principal (which interest accrued at the Interest Rate through July 6, 2018 and thereafter at the Default Rate), (ii) $2,775.00 in satisfaction of the interest payment required to be made by the Borrowers on August 1, 2018 with respect to accrued and unpaid Expenses (which interest accrued at the Default Rate), (iii) $27,711.91 in satisfaction of the Late Payment Charge with respect to the amounts set forth in the preceding clauses (i) and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for and the Borrower, substantially Expenses referred to in the form of Exhibits B-1 and B-2preceding clause (ii), respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(civ) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing $265,343.32 in satisfaction of the Borrowerinterest payment required to be made by the Borrowers on September 1, 2018 with respect to outstanding Principal (which interest accrued at the authorization Default Rate) and (v) $4,779.17 in satisfaction of this Agreement the interest payment required to be made by the Borrowers on September 1, 2018 with respect to accrued and unpaid Expenses (which interest accrued at the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Default Rate);
(d) The Administrative Agent the Credit Parties shall have received a certificatedelivered to the Lender such certificates of resolutions or other action, dated incumbency certificates and/or other certificates of Authorized Officers of each Credit Party as Lender may require evidencing the Restatement Effective Date identity, authority and signed by the President, a Vice President or a Financial capacity of each Authorized Officer of the Borrower, confirming the representations and warranties set forth thereof authorized to act as an Authorized Officer in paragraphs (a) and (b) of Section 5 of connection with this Agreement.;
(e) The Administrative Agent AdCare Holdco shall have received all amounts required paid to Lender a non-refundable payment as additional interest, payable in-kind by increasing the outstanding principal amount of Loans owed by AdCare Holdco by an amount equal to $1,500,000, whereupon from and after such date such amount shall be paid by added to and constitute Obligations (the Borrower pursuant to Section 3 hereof.“PIK Payment”); and
(f) The Administrative Agent the Credit Parties shall have received all fees and other amounts due and payable on or prior delivered to the Restatement Effective Date, including, to Lender amended and restated Promissory Notes reflecting the extent invoiced, reimbursement or payment Principal amount of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated each Loan as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Forbearance Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 2 contracts
Sources: Forbearance Agreement, Forbearance Agreement (Regional Health Properties, Inc)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be foregoing is subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to and the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Intellectual Property Security Agreements, each duly executed by each Loan Party;
(b) The Administrative Agent shall have filed an amendment to the Financing Statements in the applicable filing office for each Loan Party amending the collateral definition as set forth in this Agreement;
(c) Agent shall have received budget and cash balance projection prepared in good faith and based upon reasonable assumptions covering the weekly periods commencing with the week ending March 1, 2013 through and including the week ending May 17, 2013, in the form attached hereto as Exhibit B (the “Cash Balance Projection”), updated to reflect actual cash balances through the period ending March 1, 2013;
(d) Borrower shall have delivered a written opinion (addressed to the Administrative Agent certificate of an authorized officer of Borrower, providing verification of an incumbency and the Lenders and dated the Restatement Effective Date) of each of attaching (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Borrower’s board resolutions approving the Borrower, transactions contemplated by this Agreement and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇Borrower’s organizational documents;
(e) Borrower shall have converted Indebtedness owed to GE Capital Equity Investments, counsel for the BorrowerInc. pursuant to (i) that certain Convertible Promissory Note, substantially dated December 28, 2011, in the form face amount of Exhibits $330,000, (ii) that certain Convertible Promissory Note, dated April 2, 2012, in the face amount of $330,000 and (iii) that certain Convertible Promissory Note, dated June 28, 2012, in the face amount of $32,641, each into Series B-1 and B-2Preferred Stock pursuant to a note exchange agreement reasonably acceptable to GE Capital Equity Investments, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.Inc.;
(cf) The Administrative Agent shall have received evidence reasonably satisfactory to Agent that Borrower has received not less than $1,325,000 in unrestricted cash from the sale of the Series B-1 Preferred Stock, which amount includes the $45,000 funded to Borrower by certain investors, as required by the First March 2013 Consent and Amendment) and shall provide such documents further documents, information, certificates, records and certificates filings as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.request;
(g) The Administrative the Borrower shall deliver, a full and complete copy of the March 2013 Charter Amendments, certified by the Secretary of State of the State of Delaware promptly after such filings;
(h) Agent shall have received, in immediately available funds, an amount equal to the accrued interest due and payable, pursuant to Section 2.3(b)(i), for the Scheduled Payment Date occurring on March 1, 2013; and
(i) (i) No Default or Event of Default shall have occurred and be satisfied that continuing, (ii) all representations and warranties in Section 5 of the Amendment Loan Agreement shall be true and Restatement Agreement (Revolving Credit Agreement) dated correct as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(hiii) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions each condition set forth in Sections 3 and this Section 4 of this Agreement shall not become effective unless have been satisfied, and (iv) Agent shall have received a certificate from an authorized officer of Borrower confirming each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)foregoing.
Appears in 2 contracts
Sources: Consent and Amendment Agreement (Syndax Pharmaceuticals Inc), Consent and Amendment Agreement (Syndax Pharmaceuticals Inc)
Conditions. The consummation Each of the transactions set forth in Sections 3 and 4 Transaction Documents shall become effective only upon satisfaction of this Agreement shall be subject to the satisfaction each of the following conditions precedent:precedent (the “Conditions Precedent”):
(a) The Administrative Agent the Company’s registration statement on Form S-11 (or its counselSEC File No. 333-196798) shall have received from each party hereto either without material amendments after the date hereof has been declared effective by the SEC (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.“Registration Statement”);
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent underwriting agreement between the Company and the Lenders and dated Underwriters (as defined in the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially Registration Statement in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to attached hereto as Exhibit E) has become effective (the Borrower, this “Underwriting Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.”);
(c) The Administrative Agent Investors shall have received such documents and certificates as been paid the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing sum of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all $20,000,000 in form and substance satisfactory to the Administrative Agent and its counsel.cash;
(d) The Administrative Agent shall have received a certificateexecution and delivery by Plymouth 20 and Plymouth Financial, as applicable, of the following documents in connection with the Mezzanine Loan Agreement, dated as of October 17, 2016, by and between DOF Holdings and Plymouth 20 (the Restatement Effective Date “Mezzanine Loan Agreement”) which reflect:
(1) certain amendments to that certain Pledge and signed Security Agreement dated as of October 17, 2016 and related documentation pursuant to which Plymouth Financial pledged its 0.5% membership interest in Plymouth 20 to DOF Holdings, as mezzanine lender, as security for the Obligations (as defined in the Mezzanine Loan Agreement) and the issuance of a new Certificate of Membership Interest to Plymouth Financial (collectively, the “Amended Pledge Documentation”) to reflect the redemption by the President, a Vice President or a Financial Officer Plymouth 20 of the Borrower99.5% membership interest in Plymouth 20 held by DOF Plymouth (the “Redemption”), confirming which Amended Pledge Documentation shall be substantially in the representations form attached hereto as Exhibit F, with such changes thereto requested by Lender (as defined below) or reasonably requested by DOF Holdings; and
(2) certain modifications to the Mezzanine Loan Agreement, including, without limitation, Sections 1.1, 2.7, 3.1, 8.2 and warranties set forth 10.1 thereof to reflect the terms of the Redemption, the Amended Pledge Documentation and the termination of the TL Participation Interest (as defined in paragraphs the Mezzanine Loan Agreement), which modifications shall be evidenced by that certain First Amendment to Loan Agreement attached hereto as Exhibit G, with such changes thereto requested by Lender or reasonably requested by DOF Holdings (a) and (b) of Section 5 of this Agreementthe “Mezzanine Loan Agreement Amendment”).
(e) The Administrative Agent shall have received all amounts required to be paid by issuance of an updated UCCPlus Insurance Policy with “date down” endorsement for the Borrower pursuant to Section 3 hereofMezzanine Loan which reflects the Amended Pledge Documentation.
(f) The Administrative Agent shall have received all fees written approval and other amounts due consent of Lender (as defined in the Loan Agreement, dated as of October 17, 2016, by and payable on or prior among the Borrower (as defined therein) and American General Life Insurance Company, American Home Assurance Company, National Union Fire Insurance Company of Pittsburgh, PA., and The United States Life Insurance Company in the City of New York (the “Mortgage Loan Agreement”)) to the Restatement Effective Datefollowing:
(1) the Amendment to Limited Liability Company Agreement (and the entering into thereof) and the New Membership Certificate (and the issuance thereof) shall not constitute a recourse event under Section 11.28.1 (xi) of the Mortgage Loan Agreement or an Event of Default under Section 6.1 of the Mortgage Loan Agreement;
(2) the Amended Pledge Documentation and the Mezzanine Loan Agreement Amendment;
(3) the termination of the TL Participation Interest;
(4) in connection with the Redemption and the payment of the Redemption Price:
(A) the issuance of the Shares to Investors shall not be subject to any of the terms and conditions of the Intercreditor Agreement, dated October 17, 2016, by and between Lender, as mortgage lender, and DOF Holdings, as mezzanine lender (the “Intercreditor Agreement”), including, without limitation, any requirement thereunder that the issuance of the Shares satisfy the Converted Mezzanine Indebtedness Conditions (as defined in the Intercreditor Agreement);
(B) the period of ownership of Shares by Investors shall at no time constitute an ML Affiliated Borrower Period (as defined in the Intercreditor Agreement);
(C) the issuance and/or ownership of Shares by Investors shall not constitute a trigger of any obligation or requirement of DOF Holdings, as mezzanine lender, under the Intercreditor Agreement, including Section 6(f)(ii) thereof, to convert the Loan (as defined in the Mezzanine Loan Agreement) into preferred or other equity or collapse or otherwise extinguish the Loan; and
(D) the payment of the Redemption Price to Investors and such payment shall not constitute a breach of the Intercreditor Agreement, including, without limitation, Section 10 thereof;
(5) in connection with the Exchange and the issuance of the Warrants:
(A) the issuance of the Warrants to DOF Holdings shall not constitute collateral securing the Loan and DOF Holdings shall not be subject to any of the terms and conditions of the Intercreditor Agreement with respect to the extent invoicedWarrants (and any exercise thereof), reimbursement including, without limitation, any requirement thereunder that a conversion of the Warrants to common stock satisfy the Converted Mezzanine Indebtedness Conditions (as defined in Intercreditor Agreement);
(B) the period of ownership by DOF Holdings of the Warrants or payment any common stock of Plymouth REIT issued pursuant to an exercise of such Warrants shall at no time constitute an ML Affiliated Borrower Period (as defined in the Intercreditor Agreement);
(C) the issuance to and/or exercise of the Warrants by DOF Holdings shall not constitute a trigger of any obligation or requirement of DOF Holdings, as mezzanine lender, under the Intercreditor Agreement, including Section 6(f)(ii) thereof, to convert the Loan into preferred or other equity, collapse or otherwise extinguish the Loan; and
(D) the issuance of the Warrants to DOF Holdings and such issuance (and/or exercise thereof) shall not constitute a breach of the Intercreditor Agreement, including, without limitation, Section 10 thereof;
(6) the Redemption and the issuance of shares of Plymouth REIT in the Plymouth IPO and the subsequent trading of such shares shall constitute Permitted Transfers satisfying all out-of-pocket expenses required to be reimbursed or paid by Transfer Conditions under Section 7.1(C) of the Borrower hereunderMortgage Loan Agreement.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower Warrant Certificate and the Lenders of the Restatement Effective Date, and Instructions (as such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth terms are defined in Sections 3 and Section 4 of this Agreement Agreement) shall have been delivered to DOF Holdings and DOF Plymouth, respectively. If all of the Conditions Precedent are not become effective unless satisfied in full on or before June 16, 2017, then the Transaction Documents shall be of no force or effect and each of the foregoing conditions is satisfied at Transaction Documents shall be void ab initio and no party shall have any rights or prior obligations pursuant to 3:00 p.m.the Transaction Documents or the Letter Agreement and all parties shall be restored to the status quo ante and all parties shall have all rights and obligations pursuant to all existing agreements between Investors and the Company and their respective affiliates just as if this Agreement, New York City time, on August 3, 2007 (and, in the event such conditions are Letter Agreement and the Transaction Documents had not so satisfied or waived, this Agreement shall terminate at such time)been executed.
Appears in 2 contracts
Sources: Private Placement Agreement (Plymouth Industrial REIT Inc.), Private Placement Agreement (Plymouth Industrial REIT Inc.)
Conditions. The consummation This Amendment No. 3 shall become effective as of the transactions set forth in Sections date (the “Amendment No. 3 Effective Date”) when, and 4 of this Agreement shall be subject to the satisfaction only when, each of the following conditions precedentprecedent shall have been (or is or will be substantially concurrently therewith) satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto of Borrower and the Required Lenders either (Ai) a counterpart of this Agreement Amendment No. 3 signed on behalf of such party Borrower and the Required Lenders or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission or other electronic communication permitted under the Credit Agreement of a signed signature page of this AgreementAmendment No. 3) that such party each of Borrower and the Required Lenders has signed a counterpart of this Agreement.Amendment No. 3;
(b) The Administrative Agent Borrower shall have received a written opinion paid (addressed or have caused to be paid) to the Administrative Agent Agent, for the benefit of each Lender who consents to this Amendment No. 3 on or prior to 5:00 p.m., New York City time, on October 28, 2009, a fee (in immediately available funds) on the Amendment No. 3 Effective Date in an amount equal to 20 basis points of each such Lender’s outstanding Loans and unused Revolving Commitments as of the Business Day ending immediately prior to the Amendment No. 3 Effective Date;
(c) Except with respect to the amendments to the Credit Agreement set forth in Section 1(ii)(c) and Section 1(ix) of this Amendment No. 3, (which amendments shall become effective on the date this Amendment No. 3 has been executed by Borrower and the Required Lenders and dated to the Restatement extent all the other conditions in this Section 3 have been satisfied) the Merger Transactions shall have been consummated; and
(d) Borrower shall have paid (or have caused to be paid), in each case to the extent invoiced prior to the Amendment No. 3 Effective Date) , all reasonable out-of-pocket costs and expenses of each the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (i) ▇including, without limitation, the reasonable fees, charges, disbursements and out-of-pocket expenses of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, ▇ LLP with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timethereto).
Appears in 2 contracts
Sources: Credit Agreement (Cambium Learning Group, Inc.), Note Purchase Agreement (Cambium Learning Group, Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedenton the Third Amendment Effective Date:
(a) The a. the Administrative Agent (or its counsel) shall have received from each of the Loan Parties party hereto either (A) thereto a counterpart of this Agreement signed on behalf of such party (or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreementfacsimile or other electronic transmission) that such party has signed a counterpart counterpart) of (i) this Agreement.Amendment signed by Holdings, the Borrowers, and each other Loan Party, (ii) deeds of acknowledgement, dated as of the Third Amendment Effective Date, for each of (x) the Cyprus Share Pledge and (y) the Cyprus Debenture, each signed by each Loan Party party thereto, (iii) an amendment and reaffirmation agreement, dated as of the Third Amendment Effective Date, referring to each of (w) the Hungarian Quota Pledge, (x) the Hungarian Account Pledge, (y) the Hungarian Rights Pledge and (z) the Hungarian Asset Pledge, signed by each Loan Party party thereto, (iv) each Promissory Note signed by the Borrowers (to the extent requested at least three Business Days prior to the Third Amendment Effective Date), (v) the Third Amendment Fee Letter (as defined below) signed by OPC, and (vi) each other Loan Document to be executed on the Third Amendment Effective Date signed by the Loan Parties party thereto;
b. this Amendment shall have been executed and delivered by (bi) The the Administrative Agent and (ii) each Lender, including each Existing Lender and each New Lender;
c. the Administrative Agent shall have received a received, on behalf of itself and the Lenders on the Third Amendment Effective Date, customary written opinion legal opinions (A) dated the Third Amendment Effective Date, (B) addressed to the Administrative Agent and the Lenders and dated (C) in form and substance reasonably satisfactory to the Restatement Effective Date) of Administrative Agent and covering such matters relating to this Amendment and all documents and instruments delivered in connection herewith as the Administrative Agent shall reasonably request, from each of of:
(i) ▇▇▇Ropes & ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇LLP, General Counsel of special counsel to Holdings, the BorrowerBorrowers and the other Loan Parties, and with respect to U.S. law matters;
(ii) Andrékó Kinstellar Ügyvédi Iroda, special Hungarian counsel to the Administrative Agent, with respect to Hungarian law matters; and
(iii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ & Co LLC, special Cyprus counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the BorrowerAdministrative Agent, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel with respect to deliver such opinionsCyprus law matters.
(c) The d. the Administrative Agent shall have received such documents the results of recent UCC (or similar), tax, judgment and certificates as the Administrative Agent or its counsel may reasonably request relating intellectual property Lien searches with respect to the organization, existence and good standing each of the Borrower, Loan Parties in each applicable jurisdiction;
e. the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory Borrower Representative shall have delivered to the Administrative Agent a Borrowing Request pursuant to Section 2.03 of the Credit Agreement in connection with the funding of the Term Loans on the Third Amendment Effective Date; provided that, notwithstanding the deadline for delivery of such Borrowing Request set forth in clause (a) of Section 2.03 of the Credit Agreement, such Borrowing Request may be delivered no later than 1:00 p.m., two (2) Business Days prior to the Third Amendment Effective Date;
f. Prior to or substantially concurrently with the funding of the Term Loans hereunder on the Third Amendment Effective Date, (i) the entire outstanding principal amount of the Subordinated Notes (as defined in the Existing Credit Agreement) and its counselall interest, fees (including any prepayment fees), expenses and other obligations under the Subordinated Note Purchase Agreement (as defined in the Existing Credit Agreement), and (ii) the entire principal amount of the Designated PIK Notes and all interest, fees (including any prepayment fees), expenses and other obligations with respect thereto, in each case of (i) and (ii) above, will be indefeasibly paid, repaid, redeemed, defeased, discharged or terminated and any security interests, if any, and guaranties related thereto will be terminated and released (collectively, the “Third Amendment Debt Repayment”) and the Administrative Agent shall have received payoff letters reasonably satisfactory to it with respect to each such payment and termination.
g. the representations and warranties in Section 4 hereof shall be true and correct in all material respects (dor, if qualified by “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) The on and as of such date, provided that to the extent that a representation and warranty specifically refers to a given date or period, it shall be true and correct in all material respects (or, if qualified by “materiality”, “Material Adverse Effect” or similar term or qualification, in all respects) as of such date or period, as the case may be;
h. at the time of and immediately after giving effect to the effectiveness of this Amendment, no Default or Event of Default shall have occurred;
i. the Administrative Agent shall have received board (or equivalent governing body) resolutions and officer’s certificates substantially consistent with those delivered on the Closing Date;
j. the Administrative Agent shall have received a certificatecertificate as to solvency, dated in substantially the Restatement Effective Date form of Exhibit I to the Credit Agreement (but referring to this Amendment and signed by the Presidenttransaction contemplated thereby, a Vice President or rather than the Transactions) from a Financial Officer of Holdings certifying as to the Borrower, confirming the representations and warranties matters set forth in paragraphs (a) and (b) therein as of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Third Amendment Effective Date, including, after giving effect to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsAmendment, including the Patriot Act. The Administrative Agent shall notify borrowing of the Borrower Term Loans and the Lenders use of the Restatement Effective Date, and such notice proceeds thereof;
k. there shall be conclusive and binding. Notwithstanding the foregoingno order, the consummation injunction or decree of any Governmental Authority restraining or prohibiting this Amendment or any of the transactions set forth in Sections 3 and 4 of this Agreement contemplated hereby;
l. there shall not become effective unless each exist any material action, suit, investigation, litigation or proceeding pending or overtly threatened in any court or before any arbitrator or Governmental Authority that challenges any of the foregoing conditions is satisfied at Loan Documents, including this Amendment, or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in any of the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).transactions contemplated hereby;
Appears in 2 contracts
Sources: Credit Agreement (Osmotica Pharmaceuticals PLC), Credit Agreement (Osmotica Pharmaceuticals LTD)
Conditions. The consummation This Amendment shall be effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of Amendment Effective Date, provided the following conditions precedentprecedent are satisfied:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimile or portable document format (PDF) copies (followed promptly by originals) unless otherwise specified, each properly executed, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the date of the Amendment) and each in form and substance satisfactory to Administrative Agent and its legal counsel:
(or its counseli) shall have received from executed counterparts of this Amendment and all other documents and instruments requested by Administrative Agent, sufficient in number for distribution to each party hereto either Lender and Borrower;
(Aii) a counterpart of this Agreement signed on behalf of such party or corporate certificate with resolutions in the form required by Administrative Agent;
(Biii) written evidence satisfactory fee letters in form acceptable to the Administrative Agent Agent;
(iv) such other certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Credit Party as Lender may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which may include telecopy transmission such Credit Party is a party;
(v) fully executed originals of the Ratification of Security Agreement and Release and Ratification of Subsidiary Guaranty, in the forms set forth on Schedules “1-A” and “1-B”, respectively, attached hereto, for each party thereto (collectively the “Ratifications”);
(vi) fully executed original of a signed signature page Pledge and Security Agreement and Subsidiary Guaranty by the New Subsidiary in form acceptable to the Administrative Agent, which shall hereafter be part of this and included within the “Loan Documents” under the Credit Agreement) that such party has signed a counterpart of this Agreement.; and
(bvii) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel for the BorrowerBorrower and the Subsidiaries, substantially in the form of Exhibits B-1 and B-2, respectivelyAnnex 1 attached to this Amendment, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.opinion;
(b) Administrative Agent’s receipt of such other assurances, certificates, documents, and consents as Administrative Agent reasonably may require;
(c) The Administrative Agent the Borrower shall have received such documents and certificates as paid all fees required by the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.fee letters; and
(d) The unless waived by Administrative Agent, Borrower shall have paid all fees, expenses and disbursements of any law firm or other external counsel for Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required invoiced prior to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect plus such additional amounts of such fees, expenses and disbursements as shall constitute its reasonable estimate thereof incurred or to be incurred by it through the Amended and Restated Revolving Credit Agreement dated closing proceedings as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of to this Amendment and Restatement.
(h) The Administrative Agent provided that such estimate shall be satisfied that the 364-Day Revolving Credit Agreement dated as not thereafter preclude a final settling of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the accounts between Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timeAdministrative Agent).
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Matrix Service Co)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Borrowers shall have executed and delivered to the Collateral Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory caused to be executed and delivered to the Administrative Collateral Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to by the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreementappropriate Persons), the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationfollowing, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in each case in form and substance satisfactory to the Collateral Agent:
(i) an amended and restated Secured Revolving Credit Note payable to the order of each of the Lenders, in the original principal amount equal to such Lender’s Revolving Credit Commitment;
(ii) an amendment to the Subordination Agreement acknowledging and permitting the increased Aggregate Revolving Credit Commitments;
(iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01 to the Credit Agreement) of all corporate or other action taken by each Borrower and the Equity Holders of each Borrower authorizing the execution and delivery of the Notes to which it is a party (including all resolutions authorizing the execution, delivery and performance of this Amendment by such Borrower and the transactions contemplated hereby, the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended;
(iv) Such other supporting documents and certificates as the Collateral Agent, the Administrative Agent and its counselAgent, or the Lenders may reasonably request.
(db) The Administrative Collateral Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer favorable written opinion of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior general corporate counsel to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) Borrowers dated as of the date hereof, with respect addressed to the Amended Collateral Agent, the Administrative Agent, and Restated Revolving Lenders and reasonably satisfactory to the Collateral Agent in scope and substance; and
(c) The representations and warranties of each Borrower and its Affiliates set forth in the Credit Agreement dated Agreement, as amended hereby, and in the other Loan Documents shall be true and correct in all material respects on and as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness date of this Amendment and Restatementeach Borrower shall have performed all obligations which were to have been performed by it hereunder prior to the effective date of this Amendment (unless waived by the Collateral Agent or the Required Lenders).
(hd) The Administrative Agent shall be satisfied that As of the 364-Day Revolving effective date of this Amendment, and since the dates of those certain Projections attached as Schedule 4.17 to the Credit Agreement dated as of and other financial documents delivered to the date hereofCollateral Agent prior thereto, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent no event or circumstance shall have received all documentation and other information occurred which could reasonably requested by it be expected to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Coconut Palm Acquisition Corp.), Credit Agreement (Coconut Palm Acquisition Corp.)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “2017 Refinancing Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Refinancing Term Lender and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the Administrative Agent shall have received (i) any required notice of prepayment of Term B Loans pursuant to Section 2.10(d) of the Credit Agreement and (ii) any required notice of borrowing of Refinancing Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.10(d) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree;
(c) the representations and warranties set forth in Section 4 above shall be true and correct as of the date hereof;
(d) the Administrative Agent shall have received a certificate, dated the 2017 Refinancing Effective Date and executed by a Responsible Officer of the Borrower, confirming the accuracy of the representations and warranties set forth in Section 4 above;
(e) the Administrative Agent shall have received, on behalf of itself and the Refinancing Term Lender, a favorable written opinion of (A) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York and Delaware special counsel for the Loan Parties and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders Refinancing Term Lender and dated (iii) in form and substance reasonably satisfactory to the Restatement Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans;
(g) the payment of the Term B Loan Repayment Amount by the Borrowers to the Administrative Agent for the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the Term B Loans outstanding on the 2017 Refinancing Effective Date, shall occur simultaneously with the Borrowing of such Refinancing Term Loans; and
(h) any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or invoiced prior to the Restatement Effective Date, including, to date hereof shall have been paid in full (in the extent invoiced, reimbursement or payment case of all any such fees and reasonable out-of-pocket expenses required incurred in connection with this Agreement or the Term B Loan Financing, subject to be reimbursed or paid by any agreed-upon limits contained in any letter agreement with the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, or its affiliates entered into in connection with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of or the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timeTerm B Loan Refinancing).
Appears in 2 contracts
Sources: Incremental Assumption Agreement and Amendment No. 4, Incremental Assumption Agreement and Amendment No. 4 (Presidio, Inc.)
Conditions. The consummation Amendments shall become effective as of the transactions set forth in Sections 3 first date written above (the "Effective Date"), if at all, at such time as all of the Current Holders shall have indicated their written consent to such amendments by executing and 4 delivering the applicable counterparts of this Agreement shall be subject to the satisfaction Amendment Agreement. It is understood that any Current Holder may withhold its consent for any reason, and that, without limitation of the following conditions precedentforegoing, any Current Holder hereby makes the granting of its consent contingent upon delivery to it of the following:
(a) The Administrative Agent (or true and correct copies of the fully executed Multi-Year Credit Agreement among the Issuer, certain of its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇subsidiaries, ▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇▇ & Bank as administrative agent and the lenders party thereto dated as of December 7, 2001 (the "Credit Agreement");
(b) the Current Holders shall have received from the Issuer an executed Intercreditor Agreement by and among the Issuer, each of the subsidiaries of the Issuer identified therein under the caption "Subsidiary Guarantors", each of the banks and other financial institutions identified therein under the caption "Initial Lenders", ▇▇ ▇▇▇▇▇▇▇▇▇ Chase Bank in its capacity as administrative agent and in its capacity as collateral agent, counsel for each of the Borrower, substantially in the form of Exhibits B-1 and B-2, respectivelyCurrent Holders, and covering such other matters relating to the BorrowerFirst Union National Bank as security trustee, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Current Holders;
(dc) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer payment of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required expenses to be paid by on behalf of the Borrower Current Holders pursuant to Section 3 hereof.
6 of this Amendment Agreement (f) The Administrative Agent shall have received all fees and other amounts due and payable to the extent a statement therefore has been presented to the Issuers on or prior to the Restatement Effective Date, including, );
(d) the Current Holders shall have received from each of the guarantors to the extent invoicedCredit Agreement (the "Additional Guarantors"), reimbursement a fully executed Guaranty, in form and substance satisfactory to the Current Holders, unconditionally guaranteeing in full the obligations of the Issuer under or payment in respect of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.Notes and Existing Purchase Agreements; and
(ge) The Administrative Agent the Current Holders shall be satisfied that have received from special counsel to the Amendment and Restatement Agreement (Revolving Credit Agreement) Additional Guarantors, a closing opinion, dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice in form and substance satisfactory to the Current Holders. This Section 4.3(e) shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless constitute direction by each of the foregoing conditions is satisfied at or prior Additional Guarantors to 3:00 p.m., New York City time, on August 3, 2007 (and, in such counsel to deliver such closing opinion to the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Current Holders.
Appears in 2 contracts
Sources: Amendment Agreement (Smithfield Foods Inc), Amendment Agreement (Smithfield Foods Inc)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “First Amendment Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received (x) from each party hereto either Loan Party, the Majority Lenders for the Term B Facility (Adetermined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a counterpart of consent to this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a consent to this Agreement and (y) from the Administrative Agent, an executed counterpart of to this Agreement.;
(b) The Administrative Agent the representations and warranties set forth in Section 4 above shall have received a written opinion be true and correct;
(addressed to the Administrative Agent c) any fees and the Lenders reasonable out-of-pocket expenses (including reasonable fees, charges and dated the Restatement Effective Date) disbursements of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Borrower to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel and the First Amendment Arranger and invoiced prior to deliver such opinions.
(c) The Administrative Agent the date hereof shall have received such documents and certificates as been paid in full (subject to any agreed-upon limits contained in any letter agreement with the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of affiliates or such First Amendment Arranger or their respective affiliates entered into in connection with this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.); and
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer (i) all Obligations of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required Borrower owing to be paid by the Borrower any Non-Consenting Lender being replaced pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect paid in full to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms such Non-Consenting Lender concurrently with the effectiveness of this Amendment assignment described in Section 3 (including any amount payable pursuant to Section 2.11(a)) and Restatement.
(hii) The Administrative Agent the Replacement Lender shall be satisfied that pay to each such Non-Consenting Lender an amount equal to the 364-Day Revolving Credit Agreement dated as principal amount of the date hereof, among the Borrower, the lenders party there Term B Loans held by such Non-Consenting Lender plus accrued and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementunpaid interest thereon.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation This Amendment shall be effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of Amendment Effective Date, provided the following conditions precedentprecedent are satisfied:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals or facsimile or portable document format (PDF) copies (followed promptly by originals) unless otherwise specified, each properly executed, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the date of the Amendment) and each in form and substance satisfactory to Administrative Agent and its legal counsel:
(or its counseli) shall have received from executed counterparts of this Amendment and all other documents and instruments requested by Administrative Agent, sufficient in number for distribution to each party hereto either Lender and Borrower;
(Aii) a counterpart of this Agreement signed on behalf of such party or corporate certificate with resolutions in the form required by Administrative Agent;
(Biii) written evidence satisfactory a fee letter in form acceptable to the Administrative Agent Agent;
(iv) such other certificates of resolutions or other action, incumbency certificates and/or other certificates of Authorized Officers of each Credit Party as Lender may require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment and the other Loan Documents to which may include telecopy transmission such Credit Party is a party;
(v) fully executed originals of the Ratification of Security Agreement and Release and Ratification of Subsidiary Guaranty, in the forms set forth on Schedules “1-A” and “1-B”, respectively, attached hereto, for each party thereto (collectively the “Ratifications”);
(vi) fully executed original of a signed signature page Pledge and Security Agreement and Subsidiary Guaranty by Matrix Service ULC, an Alberta unlimited liability corporation (“Matrix Service ULC”), and by S.M. Electric Company, Inc., a New Jersey corporation (“SM Electric”) in form acceptable to the Administrative Agent, which shall hereafter be part of this and included within the “Loan Documents” under the Credit Agreement) that such party has signed a counterpart of this Agreement.;
(bvii) The original certificates representing all issued and outstanding stock and all other Equity Interests of Matrix Service ULC and SM Electric, along with stock powers associated therewith in form acceptable to the Administrative Agent shall have received Agent; and
(viii) a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, counsel for the BorrowerBorrower and the Subsidiaries, substantially in the form of Exhibits B-1 and B-2, respectivelyAnnex 1 attached to this Amendment, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.opinion;
(b) Administrative Agent’s receipt of such other assurances, certificates, documents, and consents as Administrative Agent reasonably may require;
(c) The Administrative Agent the Borrower shall have received such documents and certificates as paid all fees required by the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.fee letter; and
(d) The unless waived by Administrative Agent, Borrower shall have paid all fees, expenses and disbursements of any law firm or other external counsel for Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required invoiced prior to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect plus such additional amounts of such fees, expenses and disbursements as shall constitute its reasonable estimate thereof incurred or to be incurred by it through the Amended and Restated Revolving Credit Agreement dated closing proceedings as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of to this Amendment and Restatement.
(h) The Administrative Agent provided that such estimate shall be satisfied that the 364-Day Revolving Credit Agreement dated as not thereafter preclude a final settling of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the accounts between Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timeAdministrative Agent).
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 through 5 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto Holdings, the Borrower and the Required Restatement Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the BorrowerLoan Parties, substantially in the form of Exhibits B-1 and Exhibit B-1, (ii) Flippin ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Virginia counsel for the Loan Parties, substantially in the form of Exhibit B-2, respectively(iii) ▇▇▇▇▇▇▇▇▇ Traurig, LLP, Florida counsel for the Loan Parties, substantially in the form of Exhibit B-3 and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇, special New York counsel for the Loan Parties, substantially in the form of Exhibit B-4, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Required Restatement Lenders shall reasonably request. The Holdings and the Borrower hereby requests request such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of each of Holdings and the Borrower, confirming compliance with the representations and warranties conditions set forth in paragraphs (a) and (b) of Section 5 4.02 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral Agent shall have received (i) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create or perfect the Liens intended to be created under the Security Agreement after giving effect to the Restatement Transactions, (ii) a completed Perfection Certificate dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower hereunderand (iii) all documents and instruments necessary to create or perfect the Liens intended to be created under the Pledge Agreement after giving effect to the Restatement Transactions.
(g) The Administrative Collateral Agent shall be satisfied have received (i) to the extent requested by the Collateral Agent, amendments to each Mortgage executed in connection with the Original Credit Agreement providing that the Amendment Tranche C Term Loans (in addition to the other Obligations) shall be secured by a Lien on each Mortgaged Property, signed on behalf of the record owner of such Mortgaged Property and Restatement Agreement (Revolving ii) a policy or policies of title insurance or a title endorsement to an existing title insurance policy, issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as permitted by the Restated Credit Agreement) dated , together with such endorsements, coinsurance and reinsurance as of the date hereof, with respect to Collateral Agent or the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and RestatementRequired Restatement Lenders may reasonably request.
(h) The Administrative Agent shall be satisfied have received evidence that the 364-Day Revolving insurance required by Section 5.07 of the Restated Credit Agreement dated as of and the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Security Documents is in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementeffect.
(i) The Administrative Agent A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have received all documentation and other information reasonably requested been delivered by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Acteach party thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 through 5 of this Agreement and the obligations of the Tranche C Lenders to make Tranche C Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7 below) at or prior to 3:00 5:00 p.m., New York City time, on August 3July 1, 2007 2002 (and, in the event such conditions are not so satisfied or waived, this Agreement the Tranche C Commitments shall terminate at such time).
Appears in 1 contract
Conditions. The consummation obligations of the transactions set forth in Sections 3 and 4 of this Lenders to make the Loans under the Credit Agreement shall be subject with respect to the satisfaction First Amendment shall not become effective until the date on which each of the following conditions precedent:is satisfied (the "First Amendment Effective Date"):
(a) a. The Administrative Agent (or its counsel) shall have received from the Lenders required by the Credit Agreement and the Borrower executed counterparts (in such number as may be requested by the Agent) of (i) this First Amendment and all schedules, exhibits and annexes to the foregoing, (ii) that certain Reaffirmation of Security Instruments dated December 21, 2007, executed by each party hereto either Loan Party, (Aiii) Merger Sub and each of its subsidiaries shall have executed a counterpart of this Agreement signed on behalf of such party or (B) written evidence joinder to the Guaranty and Collateral Agreement, in faun and substance satisfactory to the Administrative Agent Agent, and (which may include telecopy transmission of a signed signature page of this Agreementiv) that such party has signed a counterpart of this Agreement.
(b) The Administrative the Agent shall have received a written opinion (addressed mortgage with respect to all real property acquired in connection with the Mako Acquisition, if applicable.
b. The following transactions shall have been consummated, in each case on terms and conditions satisfactory to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of Lenders:
(i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and Mako Acquisition;
(ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated executed by an Authorized Officer, certifying that the Restatement Effective Date and signed by Mako Acquisition is being consummated simultaneously with the President, a Vice President or a Financial Officer closing of the Borrower, confirming First Amendment in accordance with the representations terms and warranties conditions of the Mako Acquisition as set forth in paragraphs (a) and (b) the Mako Acquisition Documents, without amendment modification or waiver thereof without the prior written consent of Section 5 of this Agreement.the Lenders;
(eiii) The Administrative Mako Agreement and Plan of Merger shall have been filed and recorded with each of the Secretary of State of Louisiana and the Secretary of State of Nevada and the Mako Agreement and Plan of Merger shall have an effective date concurrent with the First Amendment Effective Date; and
(iv) The Agent shall have received all amounts required to be paid by the Borrower certificates representing the shares of Capital Stock pledged pursuant to Section 3 hereofthe Guaranty and Collateral Agreement (including those shares of Capital Stock received in connection with the Mako Acquisition and of the Merger Sub), together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.
(f) c. The Administrative Agent and the applicable Lenders shall have received all fees and other amounts due and payable in connection with this First Amendment on or prior to the Restatement First Amendment Effective Date, including, .
d. The Agent shall have received (i) a favorable written opinion (addressed to the extent invoicedAgent and the Lenders and dated the First Amendment Effective Date) of counsel for the Borrower, reimbursement in form and substance satisfactory to the Agent (ii) each legal opinion delivered in connection with the Mako Acquisition, accompanied by a reliance letter in favor of the Lenders and (iii) such legal opinions as Agent requests regarding the effectiveness of the Mako Acquisition. Each such legal opinion shall cover such other matters incident to the transactions contemplated by this First Amendment as the Agent may require.
e. No Default or payment Event of all out-of-pocket expenses required Default shall have occurred and be continuing, before and after giving effect to be reimbursed the terms of this First Amendment.
f. There shall not exist any action, suit, investigation, litigation or paid proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of the Agent, singly or in the aggregate, materially impairs any of the transactions contemplated by the Borrower hereunderLoan Documents, or that could have a Material Adverse Effect.
(g) g. Each Loan Party shall have obtained all authorizations, approvals or other actions by, and submitted all notices to or filings with, any Governmental Authority and shall have obtained all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Loan Documents and the Mako Acquisition Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Loan Documents or the Mako Acquisition Documents or the financing thereof and no action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.
h. The Administrative Agent shall be satisfied that the Amendment have completed its business, legal and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, collateral due diligence with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, each Person that is a party to any Mako Acquisition Document and each other Loan Party, the lenders party there results of which shall be acceptable to the Agent, in its sole and JPMorgan Chase Bankabsolute discretion.
i. All proceedings in connection with the making of the Loans and the other transactions contemplated by this First Amendment, N.A.the other Loan Documents and the Mako Acquisition Documents, as administrative agentand all documents incidental hereto and thereto, shall become effective be satisfactory to the Agent and its counsel, in accordance with its terms concurrently with their sole discretion, and the effectiveness Agent and such counsel shall have received all such information and such counterpart originals or certified or other copies of this Amendment and Restatementsuch documents as the Agent or such counsel may reasonably request.
(h) j. The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received UCC lien searches, listing all documentation effective financing statements which name as debtor any Loan Party or any Person that is a party to any Mako Acquisition Document or any of their respective Subsidiaries and other information reasonably requested which arc filed in the offices where any Loan Party or any such Person is organized, together with copies of such financing statements, none of which, except as otherwise agreed in writing by it the Agent and except for Liens to satisfy be terminated on the requirements First Amendment Effective Date, shall cover any of bank regulatory authorities under applicable “know your customer” the Collateral or any of the property to be acquired in connection with the Mako Acquisition Documents and anti-money laundering rules the results of searches for any tax Lien and regulationsjudgment Lien filed against such Person or its property, including which results, except as otherwise agreed to in writing by the Patriot ActAgent, shall not show any such Liens.
k. The Agent shall have received satisfactory written evidence that prior to or concurrent with the Effective Time (as defined in the Mako Agreement and Plan of Merger), all Indebtedness of Mako and its subsidiaries shall be paid in fill and extinguished.
1. The Administrative Agent shall notify have received a copy of the resolutions of each Loan Party, certified as of the First Amendment Effective Date by an Authorized Officer thereof, authorizing (A) the borrowings hereunder and the transactions contemplated by the Loan Documents to which such Loan Party is or will be a party and the other Transactions, and (B) the execution, delivery and performance by such Loan Party of each Loan Document and each Mako Acquisition Document to which such Loan Party is or will be a party and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith.
m. The Agent shall have received a certificate of an Authorized Officer of each Loan Party, certifying the names and true signatures of the representatives of such Loan Party authorized to sign each Loan Document to which such Loan Party is or will be a party and the other documents to be executed and delivered by such Loan Party in connection herewith and therewith, and authorized to provide the Notice of Borrowing and all other notices under this First Amendment and the other Loan Documents, together with evidence of the incumbency of such authorized officers.
n. The Agent shall have received a certificate of the appropriate official(s) of the state of organization and each state of foreign qualification of each Loan Party and of each Person that is a party to any Mako Acquisition Document and each of their subsidiaries, certifying as of a recent date as to the subsistence in good standing of, and the payment of taxes by, such Loan Party in such states.
o. The Agent shall have received a copy of the articles of incorporation, charter and by-laws, limited liability company agreement, operating agreement, agreement of limited partnership or other organizational document of each Loan Party, Mako and of Merger Sub, together with all amendments thereto, certified as of the First Amendment Effective Date by an Authorized Officer of such Loan Party.
p. The Agent shall have received a certificate of an Authorized Officer of the Borrower, certifying as to the matters set forth in subsection (b) of this Section 3.
q. The Agent shall have received a copy of the unaudited pro form consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 2007 (including the Lenders of notes thereto) (the Restatement Effective Date"Pro Forma Balance Sheet"), and prepared giving effect (as if such notice shall be conclusive and binding. Notwithstanding the foregoing, events had occurred on such date) to (i) the consummation of the transactions set forth Mako Acquisition and (ii) the payment of fees and expenses in Sections 3 connection with the foregoing, and 4 (ii) unaudited interim consolidated financial statements of this Borrower and its consolidated subsidiaries for each fiscal month and quarter ended after the date of the latest applicable fmancial statements delivered pursuant to the Credit Agreement as to which such financial statements are available, and such financial statements shall not become effective unless not, in the judgment of the Lenders, reflect any material adverse change in the consolidated financial condition of the Borrower and its consolidated subsidiaries, since the most recently delivered financial statements.
r. The Agent shall have received a certificate of an Authorized Officer of the Borrower, certifying that (i) the Borrower and each Loan Party, both before and after giving effect to the Transactions, is Solvent and (ii) as of the First Amendment Effective Date, all liabilities of the Loan Parties are current.
s. The Agent shall have received evidence of the insurance coverage required by Section 5.19, including, without limitation, insurance assigned to the Borrower pursuant to the terms of the Guaranty and Collateral Agreement and such other insurance coverage with respect to the business and operations of the Loan Parties as the Agent may reasonably request, in each case, where requested by the Agent, with such endorsements as to the named insureds or loss payees thereunder as the Agent may request and providing that such policy may be terminated or canceled (by the insurer or the insured thereunder) only upon 30 days' prior written notice to the Agent and each such named insured or loss payee, together with evidence of the payment of all premiums due in respect thereof for such period as the Agent may request.
t. The Agent shall have received a landlord waiver, in form and substance satisfactory to the Agent, executed by each landlord with respect to each of the foregoing conditions is satisfied at or prior to 3:00 p.m.Leases acquired in connection with the Mako Acquisition, New York City time, set forth on August 3, 2007 (and, Annex B hereto; provided that in the event the Borrower, despite its commercially reasonable efforts to do so, is unable to deliver to the Agent on the First Amendment Effective Date one or more of the landlord waivers required to be delivered under this Section 4(u), the Borrower shall deliver such conditions are landlord waiver or waivers to the Agent within twenty-one (21) days after the First Amendment Effective Date.
u. The Agent shall have received copies of the Material Contracts of each Loan Party as in effect on the First Amendment Effective Date (to the extent the same have not so satisfied previously been delivered to Agent), certified as true and correct copies thereof by an Authorized Officer of each Loan Party, together with a certificate of an Authorized Officer of each Loan Party stating that such agreements have been duly assigned to such Loan Party, as applicable, remain in full force and effect and that none of the Loan Parties has breached or waiveddefaulted in any of its obligations under such agreements.
v. The Agent shall have received each document (including any Uniform Commercial Code financing statement) required by the Guaranty and Collateral Agreement or any Mortgage or under law or requested by the Agent to be filed, this Agreement registered or recorded in order to create in favor of the Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein (including any Collateral received in connection with the Mako Acquisition), prior and superior in right to any other Person, shall terminate at be in proper form for filing, registration or recordation.
w. The Agent shall have received a copy of a fully-executed payoff letter from Regions Bank to the Borrower evidencing (i) the payoff of all amounts due by the Borrower or any other Loan Party in connection with the credit facility between. Regions Bank and the Borrower, (ii) the termination of all commitments under such time)credit facility and (iii) the releases of all liens in favor of Regions Bank pursuant to such credit facility.
x. The Agent shall have received such other agreements, instruments, approvals, opinions and other documents, each satisfactory to the Agent in tbiin and substance, as the Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Deep Down, Inc.)
Conditions. The consummation of This Amendment shall become effective on the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to date (the satisfaction “Third Amendment Effective Date”) on which each of the following conditions precedenthave been satisfied (or waived) in accordance with the terms therein:
(a) The the Administrative Agent (or its counselshall have received this Amendment executed and delivered by the Borrower, the other Loan Parties, the Administrative Agent, the Incremental Term Lenders and the Required Lenders under the Credit Agreement;
b) the Administrative Agent shall have received from each party hereto either the Borrower payment in immediately available funds of (Ai) all accrued costs, fees and expenses (in the case of legal fees and expenses, limited to the reasonable fees, expenses and other charges of one outside counsel) reimbursable pursuant to the terms of the Credit Agreement to the extent invoiced at least three (3) Business Days prior to the Effective Date, (ii) a counterpart non-refundable closing fee, for the ratable account of this Agreement signed on behalf each Incremental Term Lender, equal to 2.50% of the aggregate principal amount of such Incremental Term Lender’s Incremental Term Commitment and (iii) a non-refundable amendment fee, for the ratable account of each Lender party or (Bhereto, in an amount equal to 0.25% of the aggregate principal amount of their respective Tranche B Term Loans, Revolving Credit Loans and Revolving Credit Commitments, as applicable, outstanding immediately prior to giving effect to this Amendment;
c) written evidence satisfactory to the Administrative Agent shall have received with respect to each of Borrower and Holdings such certificates of good standing (which may include telecopy transmission to the extent such concept exists in the relevant jurisdiction and only to the extent it is customary for such certificates to be delivered in similar transactions in the relevant jurisdiction) from the applicable secretary of state of the state of organization of each of Borrower and Holdings, certificates of resolutions or other corporate or limited liability company action, incumbency certificates and/or other certificates of Responsible Officers of each of Borrower and Holdings evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a signed signature page of Responsible Officer in connection with the this AgreementAmendment;
d) that such party has signed a counterpart of this Agreement.
(b) The the Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby ▇ LLP dated as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement Third Amendment Effective Date and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.Agent;
(de) The the Administrative Agent shall have received a certificate, dated duly completed Borrowing Notice for the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or Incremental Term Loans prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m.11:30 a.m., New York City time, three (3) Business Days prior to the Third Amendment Effective Date (or such later time as agreed by the Administrative Agent in its sole discretion);
f) as of the Third Amendment Effective Date, after giving effect to the incurrence of Third Amendment Transactions on August 3a pro forma basis, 2007 the Consolidated Total Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended fiscal quarter for which financial statements are available shall be no greater than 5.25:1.00; and
g) the Administrative Agent shall have received (andi) a certificate of a financial officer of the Borrower, in substantially the event such conditions form attached as Exhibit L to the Credit Agreement, certifying that the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the Third Amendment Transactions, are not so satisfied or waivedSolvent, this Agreement shall terminate at such time)and (ii) a certificate of a Responsible Officer of the Borrower dated the Third Amendment Effective Date certifying to the satisfaction of the condition in Section 3(f) above and the representations and warranties in Sections 4(c) and 4(d) below.
Appears in 1 contract
Sources: Credit Agreement (Clearwater Analytics Holdings, Inc.)
Conditions. 4.1 The consummation of following are the transactions set forth in Sections 3 and 4 of this Agreement shall be subject conditions precedent to the satisfaction of the following conditions precedentClosing hereunder:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart Purchaser is reasonably satisfied with the result of this Agreement signed on behalf of such party or (B) written evidence satisfactory the legal due diligence conducted by the legal advisor to the Administrative Agent (which may include telecopy transmission Purchaser on the validity and legality of a signed signature page the establishment and current legal status of this Agreement) that such party has signed a counterpart of this Agreement.GL and ABS;
(b) The Administrative Agent shall have received a written opinion (addressed to Purchaser is reasonably satisfied with the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel result of the Borrowerfinancial due diligence conducted by a Hong Kong certified public accounting firm on the assets, liabilities, businesses and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for prospects of the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.Group;
(c) The Administrative Agent shall have Purchaser has received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to most recent Certificate of Good Standing from the organization, existence and British Virgin Islands Registrar of Companies indicating the good standing of GL (which shall be updated within 3 Business Days before the BorrowerClosing Date of the acquisition or otherwise on such a date as agreed by the Parties) and a Certificate of Incumbency from the registered agent of the Company showing its directors, secretary (if any) and shareholders and their respective equity interests in the authorization Company (which shall be updated within 3 Business Days before the Closing Date of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to acquisition or otherwise on such a date as agreed by the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Parties);
(d) The Administrative Agent Purchaser has received the most recent Certificate of Good Standing from the British Virgin Islands Registrar of Companies indicating the good standing of the Purchaser (which shall have received be updated within 3 Business Days before the Closing Date of the acquisition or otherwise on such a certificate, dated the Restatement Effective Date and signed date as agreed by the President, Parties) and a Vice President or a Financial Officer Certificate of Incumbency from the registered agent of the BorrowerPurchaser showing its directors, confirming the representations and warranties set forth in paragraphs secretary (aif any) and shareholders and their respective equity interests in the Purchaser (b) which shall be updated within 3 Business Days before the Closing Date of Section 5 of this Agreement.the acquisition or otherwise on such a date as agreed by the Parties);
(e) The Administrative Agent shall have received all amounts required to be paid Purchaser is satisfied that the representations, warranties and covenants made by the Borrower pursuant to Section 3 hereof.Seller and the Guarantor under this Agreement are true and accurate in all respects and are not materially misleading, as if repeated at the time of the Closing and at all times between the date hereof and the Closing Date; and
(f) The Administrative Agent shall All approvals, consents and waivers necessary for the sale of the Sale Shares hereunder have received all fees been obtained from the regulatory authorities and other amounts due related third parties and payable on or prior continue to the Restatement Effective Date, including, to be in effect.
4.2 To the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid permitted by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules laws and regulations, including the Patriot Act. Purchaser may waive the conditions precedent set out in Clause 4.1 above at any time by written notice to the Seller.
4.3 The Administrative Agent Seller shall notify use reasonable efforts to procure the Borrower and the Lenders fulfillment of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding conditions precedent set out in Clause 4.1 above by the foregoing, date specified in Clause 4.4 below.
4.4 If the consummation of the transactions conditions precedent set forth out in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions Clause 4.1 are not so satisfied fulfilled or waivedwaived pursuant to Clause 4.2 by the Closing Date (June 30, 2006) or by any such later date as agreed by the Parties in writing, this Agreement shall terminate at be void and null without affecting any liability of any Party to the other Party (including the liabilities under Clause 4.3 above) for any breach of any provision of this Agreement prior to such time)date. Without prejudice to its rights, the Purchaser may also elect to proceed with the purchase of the Sale Shares.
Appears in 1 contract
Sources: Shares Sale and Purchase Agreement (Longtop Financial Technologies LTD)
Conditions. The consummation Scheme will not become Effective and the obligations of the transactions Acquirer under clause 2.4 do not become binding unless and until each of the conditions set forth out in Sections 3 and 4 of this Agreement shall be subject to the satisfaction first column of the following conditions precedent:table has been satisfied or waived in accordance with this clause 3.1:
(a) The Administrative Agent (OIO approval) the Acquirer has obtained all consents required under the Overseas Investment Act 2005 and the Overseas Acquirer None Investment Regulations 2005 to implement the Scheme on terms or conditions acceptable to the Acquirer, acting reasonably, provided that the Acquirer may not withhold its counselapproval to terms or conditions of any such consent if the terms or conditions imposed: (i) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party are the OIO Standard Terms and Conditions or are consistent in all material respects with the OIO Standard Terms and Conditions; or (Bii) written evidence satisfactory arise from or relate to the Administrative Agent (which may include telecopy transmission performance or fulfilment of, or are consistent with, any of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.the Acquirer's undertakings, plans or intentions referred to in the Acquirer's OIO application or any subsequent correspondence with the OIO;
(b) The Administrative Agent shall have received a written opinion (addressed to Independent Adviser) the Administrative Agent and Independent Adviser's Report concludes that the Lenders and dated Consideration is within or above the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel Independent Adviser's valuation range for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.Shares; Company Company
(c) The Administrative Agent shall have received such documents and certificates as (Court approval) subject to clause 3.2, the Administrative Agent or its counsel may reasonably request relating to Court approves the organization, existence and good standing Scheme in accordance with section 236 of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Companies Act; Company None
(d) The Administrative Agent shall have received a certificate, dated (Shareholder approval) Shareholders approve the Restatement Effective Date and signed Scheme at the Scheme Meeting by the President, a Vice President or a Financial Officer requisite majorities in accordance with sections 236A(2)(a) and 236A(4) of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.Companies Act; Company None
(e) The Administrative Agent shall have received all amounts required to be paid (No restraint) no judgment, order, restraint or prohibition enforced or issued by any Government Agency is in effect at 8.00am on the Borrower pursuant to Section 3 hereof.Implementation Date, that prohibits, prevents or materially restricts the implementation of the Scheme; Acquirer and Company Acquirer and Company
(f) The Administrative Agent shall have received all fees (No Prescribed Occurrence) no Prescribed Occurrence occurs between the date of this agreement and other amounts due 8.00am on the Implementation Date; and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.Company Acquirer
(g) The Administrative Agent shall be satisfied that the Amendment (Material Adverse Change) no Material Adverse Change occurs between (and Restatement Agreement (Revolving Credit Agreementincluding) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment agreement and Restatement.
(h) The Administrative Agent shall be satisfied that 8.00am on the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot ActImplementation Date. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).None Acquirer
Appears in 1 contract
Sources: Scheme Implementation Agreement
Conditions. The consummation of conditions referred to in Clause 4.1 are that the transactions set forth Agent shall have received the following documents and evidence in Sections 3 all respects in form and 4 of this Agreement shall be subject substance satisfactory to the satisfaction of the following conditions precedentAgent and its lawyers:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart duly executed original of this Agreement signed on behalf and each of such party or the other Finance Documents (B) written evidence satisfactory to as defined in the Administrative Agent (which may include telecopy transmission of a signed signature page of this Amended and Restated Loan Agreement) that (and of each document required to be delivered by each such party has signed a counterpart of this Agreement.document);
(b) The Administrative such documentary evidence as the Agent shall have received a written opinion (addressed may require in relation to the Administrative Agent due authorisation and execution by each Borrower and the Lenders Guarantor of this Agreement and dated the Restatement Effective Dateother Finance Documents (as defined in the Amended and Restated Loan Agreement) (and of each document required to be delivered by each such document);
(c) documentary evidence that the Mortgage (as defined in the Amended and Restated Loan Agreement) relating to IONIAN WAVE has been duly registered against IONIAN WAVE as a valid first preferred Liberian ship mortgage in accordance with the laws of Liberia;
(id) documentary evidence that the Mortgage (as defined in the Amended and Restated Loan Agreement) relating to HONGBO has been duly registered against HONGBO as a valid first preferred Panamanian ship mortgage in accordance with the laws of Panama;
(e) documentary evidence that the agent for service of process named in Clause 10 has accepted its appointment on behalf of each Borrower and the Guarantor;
(f) favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of Liberia, the ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Islands and Panama and such other relevant jurisdictions as the Agent may require;
(g) evidence that the conditions set out in paragraphs 9 (Cancellation of committed IRS (Interest Rate Swap) for HONGBO Tranche), General Counsel 10 (Cancellation of committed IRS for Astrale Loan Agreement), 11 (Cross-collateralisation) and 12 (New technical management of ASTRALE) of the Borrower, and Term Sheet have been satisfied;
(iih) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially originals of any mandates or other documents required in connection with the opening or operation of the Retention Account (as defined in the form of Exhibits B-1 Amended and B-2, respectively, and covering such other matters relating to the Borrower, this Restated Loan Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.);
(ci) The Administrative Agent shall have received such documents and certificates as evidence that the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing provisions of clause 9.1(f) of the Borrower, Amended and Restated Loan Agreement would be complied with both as at the authorization date of this Agreement and the Restated Term Loan Credit Agreement and Effective Date; and
(j) any other legal matters relating to the Borrower, further documents in connection with this Agreement or the Restated Term Loan Credit Agreement, all any other Finance Document (as defined in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among Loan Agreement) which the Borrower, Agent may request by notice to the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower Borrowers and the Lenders of Guarantor prior to the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Top Ships Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Fourth Amendment is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page shall receive counterparts of this Agreement) that such party has signed a counterpart of this Agreement.Fourth Amendment executed by the Determining Lenders;
(b) The the Administrative Agent shall receive counterparts of this Fourth Amendment executed by the Borrower and acknowledged by each Guarantor;
(c) the Administrative Agent shall have received a written certified resolution of the Board of Directors of the Borrower authorizing the execution, delivery and performance of this Fourth Amendment;
(d) the Administrative Agent shall have received an opinion (addressed of counsel to the Borrower, in form and substance satisfactory to the Administrative Agent;
(e) the Administrative Agent and for the pro rata benefit of the Lenders shall have received payment of all accrued and dated unpaid interest on the Restatement Effective Dateoutstanding Advances;
(f) the Administrative Agent shall receive payment of each all outstanding fees and expenses of (i) counsel and consultants for the Administrative Agent, including without limitation, the fees and expenses of the Financial Advisor, Don▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇d Car▇▇▇▇ ▇▇▇▇▇, General Counsel of the Borrower, .C. and (ii) Win▇▇▇▇▇ ▇▇▇▇ & c▇▇▇▇▇ & Min▇▇▇ ▇.C. and retainers in the amount of $100,000 for the Financial Advisor and $50,000 for Winstead Sec▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as ▇ & Min▇▇▇ P.C.;
(g) the Administrative Agent shall reasonably request. The receive copies of the amendments to the Consulting Agreements which amend the Consulting Agreements to provide that management, advisory, consulting and similar fees owed to any Affiliate of the Borrower hereby requests or any of its Subsidiaries may be accrued but shall not be paid to such counsel to deliver such opinions.Affiliate;
(ch) The the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationreceive, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel., such other documents, certificates and instruments as the Administrative Agent shall reasonably require; and
(di) The the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior an amendment to the Restatement Effective Date, including, Security Agreement and additional UCC-1 Financing Statements in form and substance satisfactory to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderit.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Limited Forbearance Agreement and Fourth Amendment to Credit Agreement (LLS Corp)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the 2021 Refinancing Term Facility Lender, the 2021 Increase Revolving Facility Lender, each other Revolving Facility Lender, the L/C Issuers and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and each Lender (that makes a request in accordance with the Lenders and dated the Restatement Effective Dateterms below) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
at least three (d3) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or Business Days prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received Date all documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot PATRIOT Act. The , to the extent such documentation and other information has been requested by the Administrative Agent or such Lender not less than five (5) Business Days prior to the Effective Date;
(c) the Administrative Agent shall notify have received, on behalf of itself and the Lenders, a written opinion of (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as special New York and Delaware counsel for the Loan Parties, (ii) ▇▇▇▇▇▇▇▇▇▇ Hyatt ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, as special Nevada counsel for the Loan Parties, (iii) ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as special England and Wales counsel for the Loan Parties, and (iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., as special Israel counsel for the Loan Parties, in each case (A) dated the Effective Date, (B) addressed to the Administrative Agent and the Lenders and (C) in form and substance consistent with similar transactions for the Borrower and reasonably satisfactory to the Lenders Administrative Agent covering such matters relating to this Agreement as the Administrative Agent shall reasonably request;
(d) the Collateral Agent shall have received from each Loan Party party thereto, a counterpart of the Restatement UK Supplemental Debenture and the UK Supplemental Share Charge (as applicable), signed on behalf of such party;
(e) the Collateral Agent shall have received (A) a counterpart of each Second Amendment Israeli Collateral Agreement (other than the Second Amendment Israeli Share Pledge), together with a charge registration form (“Form 10”), duly executed and delivered on behalf of the applicable Israeli Subsidiary Loan Party and in acceptable form for filing with the Israeli Registrar of Companies, and (B) a counterpart of the Second Amendment Israeli Share Pledge, duly executed and delivered on behalf of the Borrower;
(f) subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived pursuant to the terms hereof) as of the Effective Date;
(g) the representations and warranties set forth in Section 6 above shall be true and correct as of the Effective Date;
(h) the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower, dated the Effective Date and confirming the accuracy of the representations and warranties set forth in Section 6 above;
(i) the Administrative Agent shall have received customary officer’s certificates consistent with those delivered on the Closing Date and dated the Effective Date; provided that, in lieu of attaching organizational documents and/or evidence of incumbency of the officers of any Loan Party to such certificates, such certificates may certify that (i) since the Closing Date or such later date referred to in such certificates, there have been no changes to the organizational documents of such Loan Party and (ii) no changes have been made to the incumbency certificate of the officers of such Loan Party delivered on the Closing Date or such later date referred to in such certificates;
(j) the Administrative Agent shall have received (i) any required notice of prepayment of the existing Term B Loans pursuant to Section 2.11(a) of the Credit Agreement, (ii) any required notice of the 2021 Refinancing Term Loan pursuant to Section 2.21(j) of the Credit Agreement and (iii) any required notice of borrowing of 2021 Refinancing Term Loan pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance the time periods specified in Sections 2.10(d), 2.21(j) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree;
(k) the payment by the Borrower to the Administrative Agent of the aggregate principal amount of the existing Term B Loans outstanding on the Effective Date, and such notice shall be conclusive and binding. Notwithstanding together with accrued interest thereon, for the foregoing, the consummation accounts of the transactions set forth existing Term B Lenders, as a voluntary prepayment in Sections 3 and 4 of this Agreement shall not become effective unless each full of the foregoing conditions is satisfied at existing Term B Loans outstanding on the Effective Date, shall occur substantially simultaneously with the Borrowing of the 2021 Refinancing Term Loan; and
(l) the Administrative Agent shall have received all fees payable thereto, to the Lead Arrangers or to any Lender on or prior to 3:00 p.m., New York City time, on August 3, 2007 (the Effective Date and, in to the event such conditions are not so satisfied or waivedextent invoiced, all other amounts due and payable pursuant to this Agreement shall terminate on or prior to the Effective Date, including, to the extent invoiced at such timeleast three (3) Business Days prior to the Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties under this Agreement or under the Existing Credit Agreement (which amounts may be offset against the proceeds of the 2021 Refinancing Term Loan).
Appears in 1 contract
Sources: Incremental Assumption Agreement and Second Amendment to Credit Agreement (Playtika Holding Corp.)
Conditions. The consummation effectiveness of the transactions set forth in Sections 3 and 4 Article 2 of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (Ai) a counterpart of this Agreement Amendment signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a signed signature page of this AgreementAmendment) that such party has signed a counterpart of this Agreement.Amendment;
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Transactions and any other legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementTransactions, all in form and substance satisfactory to the Administrative Agent and its counsel.;
(c) The Administrative Agent shall have received a favorable written opinion of counsel for the Loan Parties (addressed to the Administrative Agent and the Lenders and dated the Third Amendment Effective Date) in substantially the same form delivered to the Administrative Agent and the Lenders on the Effective Date, and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Required Lenders shall reasonably request. The Loan Parties hereby request such counsel to deliver such opinions;
(d) The Administrative Agent shall have received a certificateall documentation and other information regarding the Borrower and each Subsidiary Guarantor requested in connection with applicable "know your customer" and anti-money laundering rules and regulations, dated including the Restatement Effective Date and signed by USA Patriot Act, to the President, a Vice President or a Financial Officer extent requested in writing of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.;
(e) The Administrative Agent shall have received all amounts required to be paid by a certification (with reasonably detailed supporting calculations) that the Borrower is in pro forma compliance with the financial covenants set forth in Article VII of the Agreement based on the financial statements most recently delivered pursuant to Section 3 hereof.5.01 of the Agreement (i) after giving effect to such Incremental Commitment (assuming that the entire Revolving Commitment Increase is fully funded on the Third Amendment Effective Date), (ii) after giving effect to any permanent repayment of Indebtedness and (iii) giving pro-forma effect to the consummation of any acquisition with the proceeds of any borrowing under any such Incremental Commitment in connection therewith;
(f) The Administrative Agent shall have received such additional documentation and information as the Administrative Agent or its legal counsel may request;
(g) The representations and warranties of each Loan Party set forth herein and in all other Loan Documents shall be true and correct in all material respects or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects, in each case on and as of the date hereof, except to the extent such representations and warranties specifically relate to any earlier date in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, or, in the case of such representations and warranties which are subject to a materiality or Material Adverse Effect qualifier, such representations and warranties shall be true and correct in all respects as of such earlier date;
(h) No Default shall exist;
(i) The Administrative Agent shall have received all fees and other amounts due and payable pursuant to this Amendment, the Agreement or any other Loan Document on or prior to the Restatement Effective Datedate hereof, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder., under the Agreement or under any other Loan Document; and
(gj) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective All proceedings taken in accordance with its terms concurrently connection with the effectiveness of transactions contemplated by this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it legal matters incident thereto shall be satisfactory to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)its legal counsel.
Appears in 1 contract
Sources: Credit Facility Agreement (Lennox International Inc)
Conditions. The consummation This Amendment shall become effective on the date of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:precedent (such date, the “Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart sufficient copies of this Agreement signed on behalf of such party or (B) written evidence satisfactory to Amendment, executed and delivered by each applicable Credit Party, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand the each Lender.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel their respective counsel shall have received originally executed copies of the Borrower, and (ii) favorable written opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the BorrowerCredit Parties, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating substance satisfactory to the BorrowerAdministrative Agent, this Agreement, dated as of the Restated Term Loan Amendment Effective Date (and each Credit Agreement or the transactions contemplated Party hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests instructs such counsel to deliver such opinionsopinion to the Administrative Agent and the Lenders).
(c) The Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as of a recent date prior to the Amendment Effective Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party, (ii) signature and incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party, (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party, certified as of the Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment, (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Amendment Effective Date, and (v) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating request.
(d) On the Amendment Effective Date, the Administrative Agent shall have received a Solvency Certificate from the chief financial officer of Holdings, dated as of the Amendment Effective Date and addressed to the organization, existence and good standing of the Borrower, the authorization of this Agreement Administrative Agent and the Restated Term Loan Credit Agreement and any other legal matters relating to the BorrowerLenders, this Agreement or the Restated Term Loan Credit Agreementin form, all in form scope and substance satisfactory to the Administrative Agent Agent, with appropriate attachments and demonstrating that after giving effect to the Transactions, the Company is and will be, and Holdings and its counsel.
Subsidiaries (don a consolidated basis) The Administrative Agent shall have received a certificateare and will be, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this AgreementSolvent.
(e) The Administrative Agent terms of the Asset Purchase Agreement, dated June 15, 2016, among Delta, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Family Trust Dated 12/31/98, Dejana Truck & Utility Equipment Company, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇▇ (as appointed agent) (including all exhibits, schedules, annexes and other attachments thereto and other agreements related thereto) (the “Purchase Agreement”) and all related documents shall be reasonably satisfactory to the Arrangers. The acquisition of assets pursuant to the Purchase Agreement (the “Asset Purchase”) shall be consummated pursuant to the Purchase Agreement, substantially concurrently with the Amendment Effective Date, and no provision thereof shall have received all amounts required been amended or waived, and no consent shall have been given thereunder, in any manner materially adverse to be paid by the Borrower pursuant to Section 3 hereofinterests of the Lenders without the prior written consent of the Administrative Agent.
(f) The Administrative Agent shall have received received, at least five (5) Business Days in advance of the Amendment Effective Date, all fees documentation and other information required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, as required by the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001.
(g) All fees, expenses and other amounts due and payable on or prior to the Restatement Effective Date, including, to Agents and the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that Lenders on the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, Effective Date shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementhave been paid.
(h) The Administrative Agent shall be satisfied that with the 364-Day Revolving Credit Agreement dated as valid perfected First Priority security interest in favor of Collateral Agent, for the benefit of the date hereofSecured Parties, among in the Borrower, ABL Priority Collateral (including any assets to be acquired through the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and RestatementAsset Purchase that would constitute ABL Priority Collateral once acquired).
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower Purchase Agreement Representations (as defined below) and the Lenders of the Restatement Effective Date, and such notice Specified Representations (as defined below) shall be conclusive true and binding. Notwithstanding the foregoing, the consummation of the transactions set forth correct in Sections 3 and 4 of this Agreement shall not become effective all material respects (unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (andqualified by materiality, in the event such conditions are not so satisfied or waived, this Agreement which case they shall terminate at such timebe true and correct in all respects).
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections Section 3 and 4 of this Agreement Amendment shall be subject to the satisfaction (or waiver by the Administrative Agent and the Consenting Lenders) of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto Loan Party and each Consenting Lender (which Consenting Lenders shall, after giving effect to the transactions contemplated by Section 2 hereof, constitute all of the Lenders under the Existing Credit Agreement) either (Ai) a counterpart of this Agreement Amendment signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this AgreementAmendment) that such party has signed a counterpart of this AgreementAmendment.
(b) [Reserved.]
(c) The Collateral and Guarantee Requirement shall have been satisfied.
(d) [Reserved.]
(e) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Second Restatement Effective Date) of each Date of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, New York counsel for the Loan Parties, substantially in the form of Exhibit B hereto, (ii) S▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel Nova Scotia counsel for the Loan Parties, substantially in the form of the BorrowerExhibit C hereto, and (iiiii) M▇▇▇▇▇ ▇▇▇▇ & ▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, Delaware counsel for the BorrowerLoan Parties, substantially in the form of Exhibits B-1 Exhibit D hereto and B-2(iv) O▇▇▇▇, respectivelyH▇▇▇▇▇ & Harcourt LLP, Canadian counsel for the Loan Parties, substantially in the form of Exhibit E hereto, and in each case covering such other matters relating to the BorrowerLoan Parties, this Amendment, the Restated Revolving Credit Agreement, the Restated Term Amended Collateral Agreements and the other Loan Credit Agreement or Documents in effect on the transactions contemplated hereby or thereby date hereof as the Administrative Agent shall reasonably request. The Borrower Borrowers hereby requests request such counsel to deliver such opinionsopinion.
(cf) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the BorrowerLoan Parties, the authorization by the Loan Parties of this Agreement and the Restated Term Loan Credit Agreement transactions contemplated hereby and any other legal matters relating to the Borrower, this Agreement Loan Parties or the Restated Term Loan Credit Agreementtransactions contemplated hereby, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(dg) [Reserved.]
(h) The Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by the President, a Vice President President, a Director or a Financial Officer of the BorrowerCompany, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 4 of this AgreementAmendment.
(ei) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(fi) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Second Restatement Effective Date, including, to the extent invoicedinvoiced at least one Business Day prior to the Second Restatement Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
Borrowers under any Loan Document and (gii) The Administrative Agent shall be satisfied that all accrued and unpaid interest, commitment fees, participation fees and fronting fees under the Amendment and Restatement Agreement (Existing Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The No later than one Business Day prior to the Second Restatement Effective Date, the Administrative Agent shall have received all documentation and other information reasonably requested by it or any Lender at least two Business Days prior to the Second Restatement Effective Date to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, and (ii) to the extent a Borrower qualifies as a “legal entity” under the Beneficial Ownership Regulation, no later than one Business Day prior to the Second Restatement Effective Date, any Lender that has requested at least two Business Days prior to the Second Restatement Effective Date a Beneficial Ownership Certification in relation to the Borrowers shall have received such Beneficial Ownership Certification.
(k) [Reserved.]
(l) If immediately after the effectiveness of the Restated Revolving Credit Agreement, the Aggregate Credit Exposure would exceed the Maximum Borrowing Amount, the Company shall, on the Second Restatement Effective Date, prepay any such excess in accordance with Section 2.10(a) of the Restated Revolving Credit Agreement. The Administrative Agent shall notify the Borrower Company and the Lenders of the Second Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Amendment to Revolving Credit Agreement (Bath & Body Works, Inc.)
Conditions. The consummation obligations of the transactions set forth in Sections 3 and 4 of parties under this Purchase Agreement shall be are subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) representations and warranties contained herein shall have received from each party hereto either (A) a counterpart be accurate as of this Agreement signed on behalf the date of such party or (B) written evidence satisfactory to delivery of the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementPreferred Securities.
(b) [Reserved.]
(i) Cadwalader, Wickersham & Taft LLP, counsel for the Company and the Trust (the "C▇▇▇▇▇▇ ▇▇▇nse▇"), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in form and substance satisfactory to the Purchaser, (ii) Ballard Spahr Andrews & Ingersoll, LLP, Maryland counsel for the Com▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ (▇he "▇▇ ▇▇▇▇▇ny Counsel"), shall have delivered an opinion, dated the Closing Date, addressed to the Purchaser and JPMorgan Chase Bank, National Association, in form and substance satisfactory to the Purchaser, and (iii) the Company shall have furnished to the Purchaser the opinion of the Company's General Counsel or a certificate signed by the Company's Chief Executive Officer, President, an Executive Vice President, Chief Financial Officer, Treasurer or Assistant Treasurer, dated the Closing Date, addressed to the Purchaser, in form and substance satisfactory to the Purchaser. In rendering their opinion, the Company Counsel and the MD Company Counsel may rely as to factual matters upon certificates or other documents furnished by officers, directors and trustees of the Company and the Trust and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Purchaser) and by and upon such other documents as such counsel may, in their reasonable opinion, deem appropriate as a basis for the Company Counsel's opinion. The Administrative Agent Company Counsel and the MD Company Counsel may specify the jurisdictions in which they are admitted to practice and that they are not admitted to practice in any other jurisdiction and are not experts in the law of any other jurisdiction. If the Company Counsel is not admitted to practice in the State of New York, the opinion of the Company Counsel may assume, for purposes of the opinion, that the laws of the State of New York are substantively identical, in all respects material to the opinion, to the internal laws of the state in which such counsel is admitted to practice. Such Company Counsel Opinion shall not state that they are to be governed or qualified by, or that they are otherwise subject to, any treatise, written policy or other document relating to legal opinions, including, without limitation, the Legal Opinion Accord of the ABA Section of Business Law (1991).
(d) The Purchaser shall have been furnished the opinion of Mayer, Brown, Rowe & Maw LLP, special tax counsel for the Purchaser, dated the Clo▇▇▇▇ Date, addressed to the Purchaser, the Company and JPMorgan Chase Bank, National Association, in substantially the form set out in Annex A hereto. In rendering its opinion, Mayer, Brown, Rowe & Maw LLP may rely as to factual matters upon certificates or o▇▇▇▇ documents furnished by officers, directors and trustees of the Company and by government officials (provided, however, that copies of any such certificates or documents are delivered to the Company) and by and upon such other documents as such counsel may, in its reasonable opinion deem appropriate as a basis for its opinion.
(e) The Purchaser shall have received a written the opinion (of Richards, Layton & Finger, P.A., special Delaware counsel for the De▇▇▇▇▇▇ ▇▇▇▇▇▇▇, dated the Closing Date, addressed to the Administrative Agent Purchaser, JPMorgan Chase Bank, National Association, the Delaware Trustee and the Lenders Company, in substantially the form set out in Annex B hereto.
(f) The Purchaser shall have received the opinion of Gardere Wynne Sewell LLP, special counsel for the Property Trustee and dated the Restatement Effective Date) of each of (i) I▇▇▇▇▇▇▇▇ ▇. ▇▇stee, dated the Closing Date, addressed to the Purchaser, in substantially the form set out in Annex C hereto.
(g) The Purchaser shall have received the opinion of Richards, Layton & Finger, P.A., special Delaware counsel for the De▇▇▇▇▇▇ ▇▇▇▇▇▇▇, General Counsel of dated the BorrowerClosing Date, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating addressed to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there Purchaser and JPMorgan Chase Bank, N.A.National Association, as administrative agent, shall become effective in accordance with its terms concurrently with substantially the effectiveness of this Amendment and Restatementform set out in Annex D hereto.
(h) The Administrative Agent Company shall be satisfied that have furnished to the 364-Day Revolving Credit Agreement dated as Purchaser a certificate of the date hereofCompany, among signed by the BorrowerChief Executive Officer, President or an Executive Vice President, and Chief Financial Officer, Treasurer or Assistant Treasurer of the lenders party there Company, and JPMorgan Chase Bankthe Trust shall have furnished to the Purchaser a certificate of the Trust, N.A.signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, and, in the case of the Company, as administrative agentto (i) and (ii) below and, shall become effective in accordance with its terms concurrently with the effectiveness case of this Amendment and Restatementthe Trust, as to (i) below.
(i) The Administrative Agent shall have received all documentation the representations and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” warranties in this Purchase Agreement are true and anti-money laundering rules correct on and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders as of the Restatement Effective Closing Date with the same effect as if made on the Closing Date, and such notice shall the Company and the Trust have complied with all the agreements and satisfied all the conditions on either of their part to be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is performed or satisfied at or prior to 3:00 p.m.the Closing Date; and
(ii) since the date of the Interim Financial Statements (as defined below), New York City timethere has been no material adverse change in or affecting the condition (financial or other), on August 3earnings, 2007 business or assets of the Company and its subsidiaries taken as a whole, whether or not arising from transactions occurring in the ordinary course of business (anda "Material Adverse Change").
(i) Subsequent to the execution of this Purchase Agreement, there shall not have been any Material Adverse Change, the effect of which is, in the event Purchaser's reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the purchase of the Preferred Securities.
(j) Prior to the Closing Date, the Company and the Trust shall have furnished to the Purchaser and its counsel such further information, certificates and documents as the Purchaser or its counsel may reasonably request. If any of the conditions are specified in this Section 3 shall not so satisfied have been fulfilled when and as provided in this Purchase Agreement, or waivedif any of the opinions, certificates and documents mentioned above or elsewhere in this Purchase Agreement shall not be reasonably satisfactory in form and substance to the Purchaser or its counsel, this Purchase Agreement and all the Purchaser's obligations hereunder may be canceled at, or at any time prior to, the Closing Date by the Purchaser. Notice of such cancellation shall terminate at be given to the Company and the Trust in writing or by telephone or facsimile confirmed in writing. Each certificate signed by any trustee of the Trust or any officer of the Company and delivered to the Purchaser or the Purchaser's counsel in connection with the Operative Documents and the transactions contemplated hereby and thereby shall be deemed to be a representation and warranty of the Trust and/or the Company, as the case may be, and not by such time)trustee or officer in any individual capacity.
Appears in 1 contract
Sources: Purchase Agreement (American Home Mortgage Investment Corp)
Conditions. The consummation effectiveness of the transactions set forth in Sections amendment and restatement of the Existing Credit Agreement pursuant to Section 3 and 4 of this Agreement shall be subject to the satisfaction (or waiver) of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto of the Borrower, the Parent, and the Required Lenders under (and as defined in) the Existing Credit Agreement either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic 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 from each Subsidiary, if any, that is a Subsidiary Loan Party as of the Restatement Effective Date, and is not already a Guarantor, a supplement to the Guarantee Agreement, in the form specified therein, duly executed and delivered on behalf of such Person.
(c) The Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits Exhibit B-1 and B-2, respectivelyhereto, and (ii) Shearman & Sterling LLP, counsel to the Loan Parties, substantially in the form of Exhibit B-2 hereto, in each case covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent or the Required Lenders (as defined in the Existing Credit Agreement) shall reasonably request. The Agent shall also have received reliance letters addressed to the Agent and the Lenders from local counsel in Luxembourg, Scotland and Brazil, in form and substance reasonably satisfactory to the Agent, to the effect that the Agent and the Lenders are entitled to rely on the opinions delivered by such counsel in connection with the amendment and restatement of the Revolving Credit Agreement as of November 7, 2008. The Parent and the Borrower hereby requests request such counsel to deliver such opinionsopinions and reliance letters.
(cd) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the BorrowerLoan Parties, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(de) The Administrative representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects as of the Restatement Effective Date, no Default shall have occurred and be continuing as of the Restatement Effective Date and the Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, the Chief Executive Officer, a Vice President or a Financial Officer of each of the Parent and the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereofforegoing.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderunder the Loan Documents.
(g) The Administrative Collateral Requirement shall have been satisfied. The Agent shall be satisfied that have received the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as results of a search of the date hereof, Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Schedule (updated as provided in the Collateral Agreement) and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 of the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementor have been released.
(h) The Administrative Agent shall be satisfied have received evidence that the 364-Day Revolving Credit Agreement dated as of insurance required by the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Loan Documents is in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementeffect.
(i) The Administrative Agent Lenders shall have received all documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act.
(j) The Revolving Credit Amendment and Restatement Agreement dated as of the date hereof relating to the Revolving Credit Agreement shall become effective on the Restatement Effective Date.
(k) An amended and restated Collateral Agreement substantially in the form of Exhibit C hereto shall be executed and delivered by the parties thereto, and the parties thereto shall have executed and delivered any amendments to the Security Documents as shall be reasonably requested by the Collateral Agent to give effect to the Restatement Transactions.
(l) (i) The GM Second Lien Documents, in the forms attached hereto as Exhibit D, as well as the GM Intercreditor Agreement, shall have been executed and delivered by the parties thereto prior to or substantially concurrently with the effectiveness of this Agreement, (ii) the parties thereto shall have executed and delivered the GM Access and Security Agreement in the form attached hereto as Exhibit E prior to or substantially concurrently with the effectiveness of this Agreement, (iii) the parties thereto shall have executed and delivered agreements (including the GM Settlement Agreement), in the forms delivered to the Agent and the Lenders prior to the execution and delivery of this Agreement, relating to certain commercial transactions between the Borrower and GM, copies of such executed agreements shall have been delivered to the Agent and the Agent shall be satisfied that such agreements are effective and that any payments to be made to the Borrower thereunder upon the effectiveness thereof are being made substantially concurrently with the effectiveness of this Agreement and (iv) the Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, the Chief Executive Officer, a Vice President or a Financial Officer of each of the Parent and the Borrower, to the effect that true, correct and complete copies of all documents and agreements referred to in clauses (i), (ii) and (iii) of this paragraph, and any and all documents and agreements relating thereto, have been delivered to the Agent. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation amendment and restatement of the transactions set forth in Sections 3 and 4 of this Existing Credit Agreement as contemplated hereby shall not become effective unless each of the foregoing conditions is satisfied (or waived) at or prior to 3:00 5:00 p.m., New York City time, on August 3September 16, 2007 2009 (and, in the event such conditions are not so satisfied or waived, this the Existing Credit Agreement shall terminate at such timeremain in effect without giving effect to any provisions of this Agreement).
Appears in 1 contract
Sources: Term Loan Amendment and Restatement Agreement (American Axle & Manufacturing Holdings Inc)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement This Amendment shall be subject to the satisfaction effective once each of the following conditions precedenthave been delivered to Lender:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment executed by Borrower and Lender;
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Guarantors’ Consent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.;
(c) The Administrative Agent shall have received such documents Officer’s Certificate from Borrower certifying as to incumbency of officers, specimen signatures, no changes to its articles of incorporation and certificates as bylaws since the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing date of the Borrower, Certificate delivered in connection with the authorization closing of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all and resolutions adopted by its Board of Directors authorizing its execution of this Amendment and the other documents required in form and substance satisfactory to the Administrative Agent and its counsel.connection herewith;
(d) The Administrative Agent Borrower shall have received a certificatepaid, dated and Lender shall have received, an amendment fee in the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer amount of the Borrower, confirming the representations and warranties set forth $30,000 in paragraphs (a) and (b) of Section 5 of this Agreement.immediately available funds;
(e) The Administrative Agent Borrower shall have received paid, and Lender shall have received, full payment of all amounts required to be paid by of its costs and expenses incurred in connection with this Amendment, including the Borrower pursuant to Section 3 hereof.fees and expenses of its legal counsel;
(f) The Administrative Agent Borrower shall have received all fees delivered to Lender fully executed copies of the Securities Purchase Agreement, the Contribution Agreement, and other amounts due the Amended and payable on or prior to the Restatement Effective DateRestated Limited Liability Company Agreement of CFT dated December 31, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.2010;
(g) The Administrative Agent Borrower shall have delivered to Lender a fully executed management contract between Borrower and CFT under which CFT is obligated to pay to Borrower a management fee which is projected to be satisfied that an amount equal to $1,200,000 for the Amendment first year of such contract and Restatement Agreement (Revolving Credit Agreement) dated as $900,000 for each year thereafter and which has a guaranteed minimum fee of $525,000 for the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as first year of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.such contract;
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the BorrowerStock Sale, the lenders party there Asset Contribution, and JPMorgan Chase Bank, N.A., as administrative agent, the Cash Investment shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.each have been consummated;
(i) The Administrative Agent No material adverse change shall have received all documentation and other information reasonably requested occurred (as determined by it to satisfy Lender in its sole discretion) (i) in the requirements operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsany Company as represented in the Current Financials in respect of such Company, including or (ii) in the Patriot Act. The Administrative Agent shall notify structure or in the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation financial or economic terms of the transactions set forth in Sections 3 contemplated by the Contribution Agreement or the Securities Purchase Agreement; and
(j) such other documents and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)items as Lender may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Deep Down, Inc.)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Incremental Facility Closing Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, each Increasing Revolving Lender and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the representations and warranties set forth in Section 3 above shall be true and correct as of the date hereof;
(c) the Administrative Agent shall have received a certificate, dated the Incremental Facility Closing Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 3 above;
(d) the Administrative Agent shall have received, on behalf of itself, and the Increasing Revolving Lenders, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (A) dated the date hereof, (B) addressed to the Administrative Agent and the Increasing Revolving Lenders and dated (C) in form and substance reasonably satisfactory to the Restatement Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(e) the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Second Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans in respect of the BorrowerIncremental Revolving Facility Commitments contemplated hereby are secured by the Collateral ratably with the existing Term Loans and Revolving Facility Loans; and
(f) any fees and expenses (including reasonable fees, charges and (ii) disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Borrowers to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all Agents in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or connection herewith invoiced prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent hereof shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth been paid in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)full.
Appears in 1 contract
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “2016 Revolver Refinancing Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Replacement Revolving Facility Lenders and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the Administrative Agent shall have received a written opinion certificate, dated the 2016 Revolver Refinancing Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 4 above;
(addressed to c) the Administrative Agent shall have received, on behalf of itself and the Lenders and dated the Restatement Effective Date) of Replacement Revolving Facility Lenders, a favorable written opinion from each of (i) ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ LLP, special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, General Counsel ▇▇▇▇▇ & Bockius, LLP, New York counsel for the Loan Parties, in each case (A) dated the date hereof, (B) addressed to the Administrative Agent and the Replacement Revolving Facility Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(d) the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Third Amendment Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Replacement Revolving Facility Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans;
(e) each Replacement Revolving Facility Lender shall have received a non-refundable consent fee equal to 0.75% of the Borroweraggregate principal amount of such Lender’s Replacement Revolving Facility Commitment;
(f) all principal, interest and fees outstanding on the 2016 Revolver Refinancing Effective Date shall have been paid in full to the Administrative Agent for the account of the existing Revolving Facility Lenders; and
(iig) all reasonable and documented out-of-pocket fees and expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory Borrowers to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or invoiced prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent hereof shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth been paid in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)full.
Appears in 1 contract
Conditions. The consummation of Each Subsidiary that is formed or Acquired on or after the transactions set forth in Sections 3 and 4 date of this Agreement, and each Acquisition Company and Target that is not a Loan Party, shall become jointly and severally liable with the other Subsidiaries, Acquisition Companies and Targets under this Agreement and the other Loan Documents (provided that only the Borrower may borrow hereunder), and the Borrower shall be subject cause each such Subsidiary, Acquisition Company and Target to the satisfaction satisfy each of the following conditions precedenton or before the date on which such Subsidiary, Acquisition Company or Target is formed or Acquired:
(a) The Administrative Agent (Acquisition Company, Target or its counsel) Subsidiary shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory execute and deliver to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed Subsidiary Guaranty, a counterpart of this AgreementSecurity Agreement and an Intellectual Property Assignment.
(b) The Administrative Agent No Default or Event of Default shall have received a written opinion (addressed to the Administrative Agent occurred and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsbe continuing.
(c) All legal matters incident to such Acquisition Company, Target or Subsidiary becoming a Loan Party shall be satisfactory to counsel for the Agent, and the Acquisition Company, Target or Subsidiary shall execute and deliver to the Agent such additional documents and certificates relating to the Loans as the Agent reasonably may request.
(d) The Administrative Agent shall have received an opinion of counsel to the Acquisition Company, Target or Subsidiary, addressed to the Agent, for the benefit of the Banks, covering such documents and certificates matters as the Administrative Agent or its counsel may reasonably request relating to the organizationrequest, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this AgreementAgent.
(e) The Administrative Financing statements in form and substance satisfactory to the Agent shall have been properly filed in each office where necessary to perfect the security interest of the Banks in the Collateral of the Acquisition Company, Target or Subsidiary, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens permitted by this Agreement), all taxes and fees with respect to such recording and filing shall have been paid by the Acquisition Company, Target or Subsidiary and the Agent shall have received all amounts required to be paid by such lien searches or reports as it shall require confirming that the Borrower pursuant to Section 3 hereofforegoing filings and recordings have been completed.
(f) The Administrative Agent Acquisition Company, Target or Subsidiary shall have received all fees and other amounts due and payable on or prior delivered the following documents to the Restatement Effective DateAgent, includingeach of which shall be certified as of the date on which the Acquisition Company, Target or Subsidiary is to become a Loan Party, by its secretary or representative performing similar functions: (1) copies of evidence of all actions taken by the Acquisition Company, Target or Subsidiary to authorize the execution and delivery of the applicable Loan Documents; (2) copies of the articles or certificate of incorporation and bylaws (or the organizational documents for a Loan Party that is not a corporation) of the Acquisition Company, Target or Subsidiary; and (3) a certificate as to the extent invoicedincumbency and signatures of the officers of the Acquisition Company, reimbursement Target or payment of all out-of-pocket expenses required to be reimbursed or paid by Subsidiary executing the Borrower hereunderLoan Documents.
(g) The Administrative Agent shall be satisfied that have received current certificates of good standing and qualification issued by the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as appropriate state official of the date hereofstate of formation of the Acquisition Company, with respect Target or Subsidiary and in each jurisdiction in which it is qualified to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementdo business.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as have received an Aging, Borrowing Base Certificate and Inventory schedule of the date hereofAcquisition Company, among Target or Subsidiary, together with any other information and documents the BorrowerAgent may reasonably request with respect to the Collateral of the Acquisition Company, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and RestatementTarget or Subsidiary.
(i) The Administrative If required by the Agent, the Agent shall have received a satisfactory field examination of the Collateral and internal control systems of the Acquisition Company, Target or Subsidiary performed by a consultant selected by the Agent, and the Borrower shall have reimbursed the Agent for the cost of such consultant.
(j) If required by the Agent, it shall have received a landlord waiver from each landlord of the Acquisition Company, Target or Subsidiary, which shall be in form and substance acceptable to the Agent.
(k) Each Loan Party with an ownership interest in the Acquisition Company, Target or Subsidiary shall have executed and delivered to the Agent a Security Agreement, financing statements in form and substance satisfactory to the Agent shall have been properly filed in each office where necessary to perfect the security interest of the Banks in the applicable Collateral, termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral, all taxes and fees with respect to such recording and filing shall have been paid by such Acquisition Company, Target or Subsidiary, the Agent shall have received such lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed, and the Agent shall have received all documentation instruments and other information reasonably requested by it certificated securities that evidence such Collateral, endorsed in blank.
(l) All Intellectual Property of such Loan Party that is subject to satisfy United States copyright, patent or trademark protection shall have been duly registered with the requirements Register of bank regulatory authorities under applicable “know your customer” Copyrights or the United States Patent and anti-money laundering rules Trademark Office, as applicable, an Intellectual Property Assignment shall have been recorded in such office, and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)have received evidence that it has a first priority perfected Lien with respect thereto.
Appears in 1 contract
Sources: Credit Agreement (Microdyne Corp)
Conditions. The consummation Lender will not make a Term Loan Advance or the first Revolving Advance until the following conditions have been satisfied:
a) The Lender shall have received the Revolving Note substantially in the form of Exhibit A hereto, and the Advancing Term Note substantially in the form of Exhibit B hereto, each duly executed by the Borrower.
b) The Lender shall have received the Security Agreement substantially in the form of Exhibit C hereto, duly executed by the Borrower. (The Security Agreement, this Agreement and the Notes are the "Loan Documents").
c) The Lender shall have received any insurance certificates, stock certificates, bonds, notes and other documents required under any of the Loan Documents, all in form satisfactory to the Lender.
d) The Lender shall have received the initial borrowing base certificate completed as required (if a Revolving Advance is requested).
e) The Lender shall have received the following: A certificate of good standing for Borrower from the jurisdiction of Borrower's incorporation. An incumbency certificate for the Borrower's officers. A copy of the resolution of the Borrower's Board of Directors authorizing those Loan Documents executed by the Borrower and the transactions set forth in Sections 3 contemplated hereby and 4 thereby. A certification of this Agreement the Borrower's Secretary or Assistant Secretary that the Borrower's Articles of Incorporation and bylaws have not been amended or modified since the same were last certified to the Lender (or if amended, certifying a true, complete and correct copy of such Articles, bylaws and all amendments thereto). Each document listed above shall be subject certified to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementLender.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent priority and perfection of the Lender's interest in any collateral taken under the Loan Documents shall have received all fees and other amounts due and payable on or prior been established to the Restatement Effective Date, including, to satisfaction of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderLender.
(g) The Administrative Agent There shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as not exist any Event of the date hereofDefault or any event which, with respect to the Amended and Restated Revolving Credit Agreement dated as passage of October 6time or the giving of notice, 2004, as previously amended and restated as would become an Event of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and RestatementDefault.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Letter Loan Agreement (Ault Inc)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction (or waiver) of the following conditions precedent:precedent (the date of satisfaction or waiver of all such conditions precedent hereunder shall be referred to herein as the “Second Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) this Amendment shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to been executed and delivered by the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent Borrower and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇constituting Required ▇▇▇▇▇▇▇, General Counsel of and acknowledged by the BorrowerAdministrative Agent;
(b) the Borrower shall have paid (i) to each Lender party hereto, for its own ratable account, a consent fee (the “Second Amendment Consent Fee”) equal to $325,000, in U.S. dollars and in immediately available funds, which Second Amendment Consent Fee shall be fully earned, due and payable in its entirety on the Second Amendment Effective Date and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇to each consenting Lender party to the First Amendment, counsel for its own ratable account, the First Amendment Consent Fee, in U.S. dollars and in immediately available funds on the Second Amendment Effective Date (for the Borrower, substantially in the form avoidance of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreementdoubt, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent First Amendment Consent Fee shall reasonably request. The Borrower hereby requests be deemed paid in full upon Borrower’s payment of such counsel First Amendment Consent Fee pursuant to deliver such opinions.this clause (b)(ii));
(c) The the Borrower shall have paid any other outstanding fees and expenses owing to Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating Lenders, including legal fees and expenses of legal counsel, in each case, to the organization, existence and good standing extent required to be reimbursed pursuant to Section 10.4(b) of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all including, for the avoidance of doubt, legal fees incurred by the Lenders and their Affiliates in form connection with the negotiation, execution and substance satisfactory to the Administrative Agent and its counsel.delivery of this Amendment;
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent 4 hereof shall be satisfied that the Amendment true and Restatement Agreement correct in all material respects (Revolving Credit Agreementexcept with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) dated as of the date hereof; provided, however that those representations and warranties expressly referring to a specific date shall be true and correct in all material respects (except with respect to the Amended any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and Restated Revolving Credit Agreement dated correct in all respects) as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.such date; and
(he) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as no Default or Event of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent Default shall have received all documentation occurred and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)continuing.
Appears in 1 contract
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “May 2016 Incremental Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Incremental Term Lender and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the Administrative Agent shall have received any required notice of borrowing of Incremental Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of borrowing shall be delivered in accordance the time periods specified in Sections 2.10(d) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree;
(c) the representations and warranties set forth in Section 5 above shall be true and correct as of the May 2016 Incremental Effective Date;
(d) the Administrative Agent shall have received a certificate, dated the May 2016 Incremental Effective Date and executed by the Chief Financial Officer or any Responsible Officer with reasonably equivalent responsibilities and duties of each Borrower, confirming the accuracy of the representations and warranties set forth in Section 5 above;
(e) the Administrative Agent shall have received, on behalf of itself and the Lenders, a favorable written opinion of (A) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York and Delaware special counsel for the Loan Parties, and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders and dated (iii) in form and substance reasonably satisfactory to the Restatement Effective DateAdministrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the Closing Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Incremental Term Loan contemplated hereby is secured by the Collateral ratably with the existing Term B Loans and Revolving Facility Loans;
(g) the Refinancing shall occur substantially simultaneously with the Borrowing of each the May 2016 Incremental Term Loan and any guaranties, Liens and security interests relating to the GS Facilities shall have been, or will be simultaneously or substantially concurrently with the funding of the May 2016 Incremental Term Loan, released (ior arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made); and
(h) any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or invoiced prior to the Restatement Effective Date, including, to date hereof shall have been paid in full (in the extent invoiced, reimbursement or payment case of all any such fees and reasonable out-of-pocket expenses required incurred in connection with this Agreement or the May 2016 Incremental Term Loan, subject to be reimbursed or paid by any agreed-upon limits contained in any letter agreement with the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, or its affiliates entered into in connection with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of or the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timeMay 2016 Incremental Term Loan).
Appears in 1 contract
Sources: Incremental Assumption Agreement and Amendment No. 3 (Presidio, Inc.)
Conditions. The consummation This Amendment shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Third Amendment Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either the Required Lenders and the Additional Commitment Revolving Lenders an executed counterpart hereof or other written confirmation (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence in form satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementAgent) that such party has signed a counterpart of this Agreement.hereof;
(b) The the Administrative Agent shall have received from the Borrowers an executed counterpart hereof or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof;
(c) the Administrative Agent shall have received all fees and other amounts due and payable by the Borrowers on the Third Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrowers (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent) under the Credit Agreement;
(d) the Administrative Agent shall have shall have received favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Third Amendment Effective Date) from counsel to the Parent Borrower and its Subsidiaries in form and substance satisfactory to the Administrative Agent covering the matters set forth in the opinions delivered on the Eighth Amendment and Restatement Effective Date under Section 4.01(d) of each of the Credit Agreement;
(e) The Administrative Agent shall have received from the parties to any (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Guarantee Agreement, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇Pledge Agreement and (iii) Security Agreement, counsel for the Borrower, an Eighth Amendment and Restatement Acknowledgement and Confirmation Agreement substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Exhibit H to the Borrower, this AgreementCredit Agreement signed on behalf of such party;
(f) Immediately before and after giving effect to the Additional Revolving Commitments, the Restated Term Loan Credit Agreement or representations and warranties set forth in Section 3 shall be true and correct on and as of the transactions contemplated hereby or thereby as Third Amendment Effective Date and the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel have received a certificate from an officer of the Parent Borrower, in form and substantive satisfactory to deliver such opinions.the Administrative Agent certifying to the effect thereof;
(cg) The Parent Borrower and its Subsidiaries shall be solvent on a consolidated basis after giving effect to the Additional Revolving Commitments and the Administrative Agent shall have received a certificate from the chief financial officer of the Parent Borrower, in form and substance reasonably satisfactory to the Administrative Agent certifying to the effect thereof; and
(h) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement Amendment and the Restated Term Loan Credit Agreement Additional Revolving Commitments and any other legal matters relating to the Borrowereach Loan Party, this Agreement Amendment or the Restated Term Loan Credit AgreementAdditional Revolving Commitments, all in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (Charles River Laboratories International, Inc.)
Conditions. 4.1 The consummation agreement of the transactions set forth Creditor Parties contained in Sections 3 and 4 Clause 3.1 of this Second Supplemental Agreement shall be subject to the satisfaction following condition that the Creditor Parties shall have received in form and substance satisfactory to the Security Trustee on behalf of the following conditions precedentLenders and their legal advisers on or before the signature hereof:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission certificate of a signed signature page Director of this Agreement) the Borrower confirming the names and offices of all the Directors and/or Officers of the Borrower, and confirming that such party has signed a counterpart of this Agreement.the Borrower's incorporation and constitutional documents have not been altered or amended since 23 March 2009;
(b) The Administrative Agent shall have received true and complete copies of the resolutions passed at a written opinion meeting of the Board of Directors of the Borrower, authorising and approving the execution of this Second Supplemental Agreement and any other document or action to which the Borrower is a party, and authorising its appropriate officer or officers or other representatives to execute the same on its behalf;
(addressed c) the original of any power of attorney issued by the Borrower pursuant to such resolutions aforesaid;
(d) true and complete copies of the Administrative Agent resolutions passed at a meeting of the Board of Directors of the Corporate Guarantor, authorising and approving the execution of the Second Mortgage Addendum and any other document or action to which the Corporate Guarantor is a party, and authorising its appropriate officer or officers or other representatives to execute the same on its behalf;
(e) the original of any power of attorney issued by the Corporate Guarantor pursuant to such resolutions aforesaid;
(f) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Second Supplemental Agreement and the Lenders Second Mortgage Addendum(including without limitation) all necessary governmental and dated other official approvals and consents in such pertinent jurisdictions as the Restatement Effective DateSecurity Trustee deems appropriate;
(g) a duly executed original of each this Second Supplemental Agreement and the Second Mortgage Addendum, together with evidence that the Second Mortgage Addendum has been duly registered against the Ship in accordance with the laws of (i) the Republic of The ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel Islands;
(h) such legal opinions as the Security Trustee may require in respect of the Borrower, matters contained in this Second Supplemental Agreement and the Second Mortgage Addendum;
(iii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially a duly executed confirmation from each Security Party in the form of Exhibits B-1 and B-2Schedule 3 hereto, respectively, and covering such other matters relating confirming that (notwithstanding the amendments made to the Borrower, Loan Agreement pursuant to this Agreement, ) the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel Finance Documents to deliver such opinions.which it is a party and its obligations thereunder remain valid and binding; and
(cj) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed receipt by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice expenses referred to in Clause 7.1.
4.2 The agreement of the Creditor Parties contained in Clause 3.1 of this Second Supplemental Agreement shall be conclusive and binding. Notwithstanding further subject to the foregoing, condition that the consummation Creditor Parties shall receive evidence satisfactory to the Agent of the transactions agreement of the relevant banks and financial institutions to similar amendments (as set forth out in Sections 3 and 4 Clause 5 hereof) to the other loan facilities currently in place with Paragon Shipping Inc. as borrower within 90 days from the date of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Second Supplemental Agreement.
Appears in 1 contract
Conditions. The consummation effectiveness of the transactions set forth in Sections Section 3 and 4 of this Agreement shall be subject to the satisfaction (or waiver by the applicable beneficiary thereof) of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received received:
(i) from each party hereto the Borrower, either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(ii) from each of the Borrower and the Guarantors, either a counterpart of the Security Agreement Reaffirmation and the Guaranty Reaffirmation, signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of such agreements) that such party has signed a counterpart of such agreements;
(iii) from the Required Lenders, the Required Revolving Lenders and the Required Term A Lenders under the Existing Credit Agreement, a duly completed Lender Election signed on behalf of such party or written evidence satisfactory to the Agent (which may include facsimile or other electronic transmission of a signed signature page of this Agreement) that such party has signed a duly completed Lender Election;
(b) The Administrative Agent shall have received from the Borrower an amount equal to $523,231.80, representing the aggregate amount owing of all accrued and unpaid fees and other amounts owing to all Lenders, which amount the Agent is irrevocably authorized to distribute to the Lenders in like funds as received;
(c) The Agent shall have received a written opinion fee on behalf of each Continuing Lender (addressed including the Agent), which fee shall be in an amount equal to 1.00% of the amount that such Continuing Lender’s aggregate Commitment would be under the Amended Credit Agreement (after giving effect to the Administrative Agent repayment and Commitment reductions contemplated hereunder); provided that if such Continuing Lender’s Commitment under the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Amended Credit Agreement or shall be greater than its Revolving Credit Commitment under the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Existing Credit Agreement, all each such Lender shall be entitled to an additional fee in form and substance satisfactory an amount equal to 1.50% of the Administrative Agent and its counsel.amount of such increase;
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer aggregate Commitments of the Borrower, confirming Continuing Lenders shall be an amount that is acceptable to the representations and warranties set forth Borrower in paragraphs (a) and (b) of Section 5 of this Agreement.its discretion;
(e) The Administrative Agent conditions set forth in Section 4.01 of the Amended Credit Agreement shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.been satisfied; and
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent under the Loan Documents; whereupon the “Effective Date” shall be satisfied that deemed to have occurred. For the Amendment and Restatement Agreement avoidance of doubt, (Revolving Credit AgreementA) dated as of the date hereof, with respect fee referred to in clause (c) above shall be paid by the Agent to the Amended Continuing Lenders promptly after, and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrowernot prior to, the lenders party there Effective Date, and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective (B) the amount referred to in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
clause (hb) The Administrative Agent above shall be satisfied that paid by the 364-Day Revolving Credit Agreement dated as of Agent to the date hereofWithdrawing Lenders promptly after, among the Borrowerand not prior to, the lenders party there and JPMorgan Chase BankEffective Date, N.A., in such proportions as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actreflect such Withdrawing Lenders’ respective pro rata entitlements thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and and, subject to the foregoing paragraph, such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Commitment Reduction and Amendment and Restatement Agreement (McClatchy Co)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment on the date at the time hereof (the “Second Amendment Effective Time”) is subject to the satisfaction of each of the following conditions precedent:
precedent (a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent Lenders):
a. The Lenders and its counsel.
(d) The the Administrative Agent shall have received a certificate, dated the Restatement Effective Date received:
(i) counterparts of this Amendment duly executed and signed delivered by the PresidentBorrowers, the Guarantors, the Lenders and the Administrative Agent;
(ii) such documents and certifications as the Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization or formation;
(iii) such certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each Loan Party as any Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Vice President or Responsible Officer in connection with the Loan Documents to which such Loan Party is a Financial Officer party; and
(iv) the initial Budget for the 4-week period commencing on the date of the BorrowerSecond Amendment Effective Time substantially in the form of the Budget delivered to the Lenders during the week of March 4, confirming 2024 under the Existing Credit Agreement (as amended by the First Amendment);
b. The Parent shall have entered into subscription agreements (“Subscription Agreements”) with the First Amendment Lenders for the issuance of common stock of Parent in accordance with such Subscription Agreement, which Subscription Agreement shall be acceptable to such First Amendment Lenders;
c. The Parent Certificate of Designations shall have been amended in a manner acceptable to the First Amendment Lenders;
d. There shall have been declared no Event of Default under the Term Debt or the Convertible Notes Debt; and
e. The representations and warranties of each Loan Party set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees above are true and other amounts due correct on and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Loan and Security Agreement (INVACARE HOLDINGS Corp)
Conditions. The consummation making of the transactions set forth in Sections 3 Tranche B-1 Term Loans and 4 the occurrence of this Agreement shall be the Tranche B-1 Closing Date are subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) 1. The Administrative Agent shall have received counterparts of this Joinder Agreement that bear the signatures of (i) the Administrative Agent, (ii) Holdings, (iii) the U.S. Borrower and (iv) each Tranche B-1 Lender. The Administrative Agent shall have received counterparts to Amendment No. 3 duly executed by each Tranche B-1 Lender.
2. The Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a written opinion (addressed Responsible Officer of the signing Loan Party, each in form and substance reasonably satisfactory to the Administrative Agent and Deutsche Bank AG New York Branch (“DBAG”):
(a) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Holdings and the Lenders U.S. Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and dated the Restatement Effective Date) capacity of each of Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Joinder Agreement, the Reaffirmation Agreement and the other Loan Documents;
(ib) an opinion from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel for to the BorrowerLoan Parties, substantially in form and substance reasonably satisfactory to the form of Exhibits B-1 Administrative Agent and B-2DBAG, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Joinder Agreement or and the transactions contemplated hereby or thereby as the Administrative Agent and DBAG shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.;
(c) The Administrative Agent shall have received such documents and certificates a certificate from the chief financial officer of the U.S. Borrower, dated the Tranche B-1 Closing Date, certifying (A) as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing accuracy of the Borrowerrepresentations and warranties set forth in Section C hereof, (B) as to the satisfaction of the conditions precedent to the making of the New Term Loans constituting Tranche B-1 Term Loans that are set forth in clauses (1), (7), (8) and (9) of the first proviso to the fourth sentence in Section 2.22(a) of the Credit Agreement (which, in the case of clause (7) of such first proviso, shall demonstrate compliance therewith in reasonable detail), (C) that the Secured Leverage Ratio for the most recently ended Test Period, determined on a Pro Forma Basis, including after giving effect to the application of the net proceeds from the incurrence of the Tranche B-1 Term Loans, shall not exceed 2.0 to 1.00 and (D) as to the accuracy of the conditions set forth in Section D3;
(d) a Borrowing Request, adapted appropriately for the borrowing of the Tranche B-1 Term Loans;
(e) (i) a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, the authorization of this Agreement insurance policies required by Section 5.02 including, without limitation, flood insurance policies) and the Restated Term Loan Credit Agreement applicable provisions of the Security Documents, each of which shall be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable) and any other legal matters relating to shall name the BorrowerCollateral Agent, this Agreement or on behalf of the Restated Term Loan Credit AgreementSecured Parties, all as additional insured, in form and substance satisfactory to the Administrative Agent;
(f) receipt of a duly executed payoff letter in respect of all obligations under the Existing Credit Agreement and the accompanying UCC-3 termination statements;
(g) the prepayment notices required by the Credit Agreement in connection with the prepayment of the Initial Term Loans; and
(h) all corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Joinder Agreement shall be reasonably satisfactory in all respects to the Administrative Agent and its counselDBAG.
(d) 3. The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs Article III of the Credit Agreement shall be true and correct in all material respects (aexcept that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and (b) as of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Tranche B-1 Closing Date, includingwith the same effect as if made on and as of the Tranche B-1 Closing Date, except to the extent invoicedsuch representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). Upon the Tranche B-1 Closing Date and immediately after giving effect to the making of the Tranche B-1 Term Loans, reimbursement no Event of Default or payment of all out-of-pocket expenses required to Default shall have occurred and be reimbursed or paid by the Borrower hereundercontinuing.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all 4. All documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsregulations shall have been provided to any Person that is or will become a Tranche B-1 Lender (to the extent such Person is not a Lender under the Credit Agreement prior to giving effect to the Tranche B-1 Closing Date and such Person has requested such documentation and information reasonably in advance of the Tranche B-1 Closing Date).
5. All arrangers and bookmanagers with respect to the Tranche B-1 Term Loans shall have received all fees and other amounts due and payable to them at or simultaneously upon the borrowing of the Tranche B-1 Term Loans, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel).
6. Each Loan Party shall have entered into a written instrument reasonably satisfactory to the Patriot Act. The Administrative Agent shall notify the Borrower and DBAG pursuant to which it confirms that it consents to this Joinder Agreement and the Lenders Tranche B-1 Term Loans and that the Security Documents to which it is party will continue to apply in respect of the Restatement Effective Date, Credit Agreement (after giving effect to this Joinder Agreement) and the Obligations of such notice shall be conclusive and binding. Notwithstanding Loan Party (the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time“Reaffirmation Agreement”).
Appears in 1 contract
Sources: Joinder Agreement (Nalco Holding CO)
Conditions. The consummation of amendments to the transactions Credit Agreement set forth in Sections Section 2 of this Amendment, the joinder of the New Lender set forth in Section 3 of this Amendment and the increase and reallocation of Commitments set forth in Section 4 of this Agreement Amendment shall be subject to effective on the satisfaction date that each of the following conditions precedentis satisfied:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) received, pursuant to Section 9.02 of the Credit Agreement, a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to Amendment, executed by the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Borrower and the Lenders;
(b) The Administrative Agent Lenders shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇received, General Counsel of the Borrowerif requested, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, new or replacement promissory notes substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Exhibit C to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or (each, a “Note”), executed by the transactions contemplated hereby or thereby Borrower and evidencing each Lender’s Commitment as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.set forth on Schedule I attached hereto;
(c) The Administrative Agent shall have received the following, each dated as of the date hereof (unless otherwise specified or agreed to by the Administrative Agent), in form and substance reasonably satisfactory to the Administrative Agent (unless otherwise specified or agreed to by the Administrative Agent):
(i) such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of the Borrower to enter into this Agreement Amendment and the Restated Term Loan Credit Agreement perform its obligations thereunder and any other legal matters relating to the Borrower or this Amendment; and
(ii) a written opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, New York counsel to the Borrower, this Agreement or and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq., general counsel to the Restated Term Loan Credit AgreementBorrower, all each addressed to the Administrative Agent, the Issuing Lender, the Swingline Lender and each Lender, in form and substance satisfactory to the Administrative Agent and its counsel.Agent;
(d) The Administrative Agent At least two (2) Business Days prior to the date hereof, the Borrower shall have received a certificatedelivered, dated to each Lender that so requests at least five (5) Business Days before the Restatement Effective Date and signed by the PresidentDate, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth Beneficial Ownership Certificate (as defined in paragraphs (aSection 2(l) and (b) of Section 5 of this Agreement.herein);
(e) The Borrower shall have paid to the Administrative Agent shall have received all amounts required and each Lender consenting to be paid this Amendment, in immediately available funds, such fees as separately agreed upon by the Borrower pursuant and the Administrative Agent and previously disclosed to Section 3 hereof.the Lenders in that certain Overview of Transaction setting forth the terms of this Amendment;
(f) The Administrative Agent No Default shall have received all fees and other amounts due and payable on occurred or prior to be continuing or would result from the Restatement Effective Date, including, to consummation of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid transactions contemplated by the Borrower hereunder.this Amendment; and
(g) The Administrative Agent shall be satisfied that and the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent Lenders shall have received all documentation and such other documents, information reasonably requested by it to satisfy or agreements regarding the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Borrower as the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Chugach Electric Association Inc)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) Lender shall have received from all of the following, each party hereto either dated (Aunless otherwise indicated) a counterpart the date of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Amendment, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Lender:
(di) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed this Amendment executed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations Lender, each Domestic Subsidiary, and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.each Foreign Subsidiary;
(eii) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Note in the amount of $2,500,000 executed by Borrower and payable to the order of the Lender;
(iii) the Term Note in the amount of $5,000,000 executed by the Borrower and payable to the order of the Lender;
(iv) the Restated Security Agreement dated executed by the Borrower in favor of the Lender, pledging all tangible and intangible assets of Borrower as Collateral for the Loan;
(v) Security Agreements executed by each Domestic Subsidiary Borrower in favor of October 6the Lender, 2004pledging all tangible and intangible assets of each respective Domestic Subsidiary as Collateral for the Loan;
(vi) Security Agreement (Intellectual Property) executed by Borrower in favor of the Lender, pledging all Intellectual Property as more particularly described therein;
(vii) the Security Interest Assignment of Copyrights, Patents, and Trademarks executed by the Borrower in favor of the Lender;
(viii) the Guaranty Agreement executed by Interlink Technologies, Inc.;
(ix) the Security Agreement (Negotiable Collateral) executed by the Borrower in favor of the Lender, pledging 100% capital voting stock of each respective Domestic Subsidiary; and pledging 65% of the capital voting stock of each respective Foreign Subsidiary, as previously amended and restated as of November 5, 2004 and March 22, 2006, among Collateral for the Loan;
(x) the Advance Formula Agreement executed by the Borrower;
(xi) Borrower and each applicable Domestic Subsidiary shall pledge all reserves, cash, cash deposits, or other cash equivalents held for purposes of funding deferred compensation obligations under non-qualified plans (meaning deferred compensation plans not qualified under Section 401 of the Internal Revenue Code, as amended from time to time);
(xii) Resolutions of the Board of Directors of the Borrower certified by its Secretary or an Assistant Secretary which authorize the execution, delivery, and performance by the Borrower of this Amendment, the lenders party there Revolving Credit Note, the Term Note, the Security Agreements, and JPMorgan Chase Bankother Loan Documents executed in connection herewith;
(xiii) Resolutions of the Board of Directors of each Domestic Subsidiary and each Foreign Subsidiary certified by its Secretary or an Assistant Secretary which authorize the execution, N.A.delivery, and performance by each Domestic Subsidiary and each Foreign Subsidiary of this Amendment, each Security Agreement, and other Loan Documents executed in connection herewith; and
(xiv) such other documents, instruments, and agreements as administrative agentLender may require, shall become effective including without limitation, any documents necessary to create dominion of funds accounts and lock box arrangements and any documents deemed necessary by the Lender in accordance with its terms concurrently connection with the effectiveness Borrower's pledge and assignment of this Amendment and Restatementall tax refunds to Lender, including without limitation IRS Power of Attorney, Form 2848.
(hb) The Administrative Agent No Default or Event of Default (other than the Existing Specified Defaults) shall have occurred and be continuing;
(c) All of the representations and warranties contained in Article V of the Agreement, as amended hereby and in the other Loan Documents, shall be satisfied that the 364-Day Revolving Credit Agreement dated true and correct on and as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment with the same force and Restatement.
(i) The Administrative Agent shall have received all documentation effect as if such representations and other information reasonably requested by it warranties had been made on and as of such date, except to satisfy the requirements of bank regulatory authorities under applicable “know your customer” extent such representations and anti-money laundering rules and regulations, including warranties speak to a specific date or the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders existence of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Existing Specified Defaults.
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this This Agreement shall be subject to become effective on the satisfaction of date on which the following conditions precedent:precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment and Restatement Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, executed and delivered by the Credit Parties, the Administrative Agent, the Supermajority Lenders (as defined in the Existing Credit Agreement) and each Lender with 2023 Extended Revolving Loan Commitments immediately after giving effect to the Amendment and Restatement Effective Date.
(b) The Administrative Agent shall have received a written opinion (addressed to an officer’s certificate from an Authorized Officer of the Administrative Agent Company, dated as of the Amendment and the Lenders and dated the Restatement Effective Date, certifying that each condition set forth in Sections 4(i) and (j) hereof have been satisfied on and as of each of the Amendment and Restatement Effective Date.
(ic) The Administrative Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, P.C., special New York counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the BorrowerCredit Parties, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and its counseleach of the Lenders and dated the Amendment and Restatement Effective Date covering such matters incident to the transactions contemplated herein as the Administrative Agent may reasonably request.
(d) The Administrative Agent shall have received a certificatefrom DLA Piper Nederland N.V., special Dutch counsel to the Dutch Credit Parties, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Collateral Agent and each of the Lenders and dated the Amendment and Restatement Effective Date and signed by covering such matters incident to the President, a Vice President or a Financial Officer of transactions contemplated herein as the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this AgreementAdministrative Agent may reasonably request.
(e) The Administrative Agent shall have received all amounts a certificate from each Credit Party, dated the Amendment and Restatement Effective Date, signed by an Authorized Officer of such Credit Party (or, with respect to Tesla B.V., its directors), and, if signed by an Authorized Officer of such Credit Party, attested to by another Authorized Officer of such Credit Party, in the form of Exhibit E-2 to the Existing Credit Agreement (or such other form reasonably acceptable to the Administrative Agent) with appropriate insertions, together with copies of the certificate or articles of incorporation and by-laws (or other equivalent organizational documents relating to any Dutch Credit Party), as applicable, of such Credit Party and the resolutions of such Credit Party referred to in such certificate (including, with respect to each Dutch Credit Party, if applicable, an unconditional positive, written advice from any works council in relation to the transactions contemplated by this Agreement and any other document required for compliance with the Dutch Works Council Act), and each of the foregoing shall be in form and substance reasonably acceptable to be paid by the Borrower pursuant to Section 3 hereofAdministrative Agent.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on a good standing certificate (or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment equivalent) for each Credit Party from its jurisdiction of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderformation.
(g) The Administrative Agent shall have received (i) a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination for the Mortgaged Property; and (ii) in the event any such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood Hazard Area, (A) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Company, (B) evidence of flood insurance with a financially sound and reputable insurer, naming the Administrative Agent, as mortgagee, in an amount and with terms required by the Flood Insurance Laws and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and (C) evidence of the payment of premiums in respect thereof in form and substance reasonably satisfactory to the Administrative Agent.
(h) All fees required to be satisfied that paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as Effective Date shall have been paid to the extent invoices therefor have been provided to the Borrowers at least one Business Day in advance of the date hereof, with respect Amendment and Restatement Effective Date.
(i) Each of the representations and warranties made by the Credit Parties in or pursuant to the Amended and Restated Revolving Credit Agreement dated and in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects) on and as of October 6, 2004, the Amendment and Restatement Effective Date as previously amended if made on and restated as of November 5, 2004 such date except for such representations and March 22, 2006, among the Borrower, the lenders party there warranties expressly stated to be made as of an earlier date (in which case such representations and JPMorgan Chase Bank, N.A., warranties shall be true and correct in all material respects as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementsuch earlier date).
(hj) No Default or Event of Default shall exist on the Amendment and Restatement Effective Date.
(k) The Administrative Agent shall have a received a solvency certificate from the vice president, finance of the Company in the form of Exhibit J to the Existing Credit Agreement.
(l) The Administrative Agent shall have a received the results of a recent search, by a Person reasonably satisfactory to the Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property, the creation of security interests in, which is governed by the UCC of any Credit Party (to the extent applicable) in the jurisdiction of formation of each such entity and the location (state and county) where such entities maintain their chief executive offices, together with copies of all such filings disclosed by such search.
(m) The Administrative Agent shall (i) have a received any promissory notes required to be delivered to the Collateral Agent pursuant to each Security Agreement, together with undated instruments of transfer with respect thereto in blank and (ii) have received evidence or otherwise be reasonably satisfied that all other actions required to be taken under each Security Agreement to perfect and protect the 364-Day Revolving Credit security interests purported to be created by each Security Agreement dated as of the date hereofhave been taken, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, each Security Agreement shall become effective be in accordance with its terms concurrently with the effectiveness of this Amendment full force and Restatement.effect;
(i) The Administrative Agent shall have received received, at least five days prior to the Amendment and Restatement Effective Date, all documentation and other information reasonably regarding the Borrowers requested by it to satisfy the requirements of bank regulatory authorities under in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify , to the Borrower and the Lenders extent requested in writing of the Borrowers at least 10 days prior to the Amendment and Restatement Effective Date and (ii) to the extent any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Amendment and Restatement Effective Date, any Lender that has requested, in a written notice to the Company at least 10 days prior to the Amendment and Restatement Effective Date, a Beneficial Ownership Certification in relation to the applicable Borrower shall have received such notice shall be conclusive Beneficial Ownership Certification (provided that, upon the execution and binding. Notwithstanding the foregoingdelivery by such Lender of its signature page to this Agreement, the consummation of the transactions condition set forth in Sections 3 and 4 of this Agreement clause (ii) shall not become effective unless each of the foregoing conditions is satisfied at or prior be deemed to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timebe satisfied).
Appears in 1 contract
Sources: Abl Credit Agreement (Tesla, Inc.)
Conditions. The consummation (a) This Agreement will become effective on the date on which this Agreement shall have been executed and delivered by the Borrower, the other Loan Parties, the Administrative Agent and the 2017-1 Incremental Term Loan Lenders; provided that the amendments to the Credit Agreement contemplated by Section 2 hereof shall only become effective upon the satisfaction (or waiver by the 2017-1 Incremental Term Loan Lenders) of the transactions conditions set forth in Sections 3 Section 3(b) below and 4 of this Agreement shall be subject to the satisfaction funding of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement2017-1 Incremental Term Loans.
(b) The Each 2017-1 Incremental Term Loan Lender shall be required to fund its 2017-1 Incremental Term Loan Commitment when the following conditions shall have been satisfied (or waived by the 2017-1 Incremental Term Loan Lenders) (such date, the “Effective Date”):
(i) the Administrative Agent shall have received a written opinion certificate of the Borrower dated as of the Effective Date signed by a Responsible Officer of the Borrower (addressed i) (A) certifying and attaching the resolutions or similar consents adopted by the Borrower approving or consenting to this Agreement and the incurrence of the 2017-1 Incremental Term Loans, (B) certifying that the certificate or articles of incorporation and by-laws of the Borrower either (x) has not been amended since the Closing Date or (y) is attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Agreement and any related documents on behalf of the Borrower and (ii) certifying as to the matters set forth in clauses (iv), (v) and (vi) below;
(ii) all fees and out-of-pocket expenses for which invoices have been presented prior to the Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid or reimbursed by the Borrower pursuant to Section 10.5 of the Credit Agreement or any other letter agreement in connection with this Agreement shall have been paid or reimbursed;
(iii) the Administrative Agent and the Lenders and dated the Restatement Effective Date) shall have received an opinion of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.Agent;
(div) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer each of the Borrower, confirming the representations and warranties set forth made by each Loan Party contained in paragraphs the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (aother than representations and warranties which speak only as of a certain date, which representations and warranties shall be made only on such date);
(v) the representations and (b) of warranties in Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent Agreement shall be satisfied that the Amendment true and Restatement Agreement (Revolving Credit Agreement) dated correct in all material respects as of the date hereof, with respect Effective Date;
(vi) no Event of Default shall exist on the Effective Date immediately before and after giving effect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among effectiveness hereof; and
(vii) the Borrower, Borrower shall have delivered to the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Administrative Agent a Borrowing Notice in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as Section 2.2 of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and RestatementCredit Agreement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation This Amendment (other than Section 10 below, which is effective immediately upon execution and delivery) will be effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the Effective Date, but only upon satisfaction of the following conditions precedent:
(a) The Administrative Agent Agent’s receipt of original or facsimile or portable document format (or its counselPDF) shall have received from each party hereto either copies (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Datefollowed promptly by originals) of each of the following, each properly executed, each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the date of the Amendment) and each in form and substance satisfactory to Agent and its legal counsel:
(i) ▇this Amendment;
(ii) promissory notes in favor of each New Lender;
(iii) an amended and restated promissory note in favor of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Bank;
(iv) mortgages encumbering the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially Borrowing Base Properties in the form State of Exhibits B-1 and B-2, respectively, and covering such other matters relating Oklahoma Borrower is acquiring pursuant to the Borrower, this Agreement, Cimarex Acquisition (the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.“Cimarex Mortgages”);
(cv) The Administrative Agent shall have received such documents and certificates as the Administrative Agent title opinions or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all information in form and substance satisfactory reasonably acceptable to the Administrative Agent and its counsel.demonstrating satisfactory title to at least 90% of the PV-8 of the Credit Parties’ total Proved Developed Producing Reserves (after giving effect to the Cimarex Acquisition);
(dvi) The Administrative Agent shall a certificate from Borrower, certifying that (A) the copy of the Cimarex PSA attached to the certificate is true and complete, in full force and effect, without amendment except as shown, and (B) Borrower and the Cimarex Sellers either (1) have received a certificateconsummated, dated or (2) are ready, able and willing to consummate the Restatement Effective Date Cimarex Acquisition, subject only to the execution and delivery of this Amendment by Agent, Lenders and the Credit Parties and the funding of any Loans to be used by Borrower to finance the Cimarex Acquisition pursuant to the Cimarex PSA, in either case without waiver of any material condition precedent;
(vii) certificates of resolutions or other action, incumbency certificates and/or other certificate(s) signed by an officer of any Credit Party that is other than a natural person, as required by the PresidentAgent, a Vice President or a Financial Officer to evidence the identity, authority and capacity of the Borrower, confirming signatory(ies) to this Amendment and the representations and warranties set forth in paragraphs (a) and other Credit Documents; and
(b) If required by Agent, the payment by Borrower of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required described in Sections 5(d) and 11 below. The Agent’s declination to be paid by the require Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received pay all fees and other or a portion of these amounts due and payable on or prior as a condition to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementwill not excuse Borrower’s obligation to do so immediately upon the Agent’s demand.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of Each Backstop Party’s commitments and agreements hereunder are subject only to the transactions conditions precedent set forth in Sections 3 Section titled “Conditions Precedent to Effectiveness on the Closing Date” and 4 of this Agreement shall be subject the Section titled “Conditions Precedent to All Borrowings” set forth in the Term Sheet and the following conditions: (a) the satisfaction of the following conditions precedent:
at least two (a2) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) non-Affiliated Consenting First Lien Creditors represented by ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP (“Akin Gump”) that collectively hold at least a majority of the Borrower, substantially aggregate Backstop Commitments held by all such Backstop Parties (the “Required Backstop Parties”) with the form and substance of the Definitive Financing Documentation that will be included in the form of Exhibits B-1 Plan Supplement; (b) all reasonable and B-2documented out-of-pocket costs, respectivelyfees, expenses (including, without limitation, legal and covering such financial advisory fees and expenses) and other matters relating compensation payable to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent and the Backstop Parties (including, without limitation, the Put Option Premium) pursuant to this Commitment Letter or otherwise payable pursuant to the Definitive Financing Documentation or the Restructuring Support Agreement shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
have been paid; (c) The Administrative Agent shall have received such execution and delivery of definitive loan documents related to the Exit Facility including, without limitation, a credit agreement, guarantees, security agreements, pledge agreements, opinions of counsel, officer’s certificates, certificates of good standings, corporate organizational documents and certificates other related definitive documents (collectively, the “Definitive Financing Documentation”) that are consistent with the terms set forth in this Commitment Letter and the Term Sheet (including the Documentation Principles) and are otherwise acceptable to the Required Backstop Parties, each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) and you, with such modifications (i) as are required to incorporate administrative agency, operational and other ministerial administration provisions customary for the Administrative Agent or its counsel may and reasonably request relating acceptable to the organizationRequired Backstop Parties and you and (ii) as are acceptable to the Required Backstop Parties, existence each other Backstop Party (to the extent the Definitive Financing Documents include any modifications or any terms referred to in Section 8 hereof which require the prior written consent of each Backstop Party) and good standing you; (d) notwithstanding the foregoing, all documents and instruments required to create and perfect the Administrative Agent’s first priority security interest in the Collateral (free and clear of all liens, subject to customary exclusions agreed to between the Borrower, the authorization of this Agreement Borrower and the Restated Term Loan Credit Agreement Required Backstop Parties) shall have been executed (if applicable) and any other legal matters relating to delivered and, if applicable, be filed with the Borrowerappropriate filing office, this Agreement or the Restated Term Loan Credit Agreementin each case, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated Required Backstop Parties; provided that the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer terms of the BorrowerDefinitive Facilities Documentation shall be in a form such that it does not impair the availability of, confirming and initial funding under, the representations and warranties set forth Exit Facility on the Closing Date if the conditions expressly in paragraphs this Section 4 are satisfied (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, includingit being understood that, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required any security interest in any Collateral referred to in Exhibit A under the heading “Security” (other than to the extent a lien on such Collateral may be reimbursed or paid perfected by the Borrower hereunder.
filing of a financing statement under the Uniform Commercial Code (“UCC”) (solely to the extent required in Exhibit A under the heading “Security”)) is not or cannot be provided and/or perfected on the Closing Date after your use of commercially reasonable efforts to do so, the provision and/or perfection of security interests in such Collateral shall not constitute a condition precedent to the availability of the Exit Facility on the Closing Date); (e) accuracy of representations and warranties under the Restructuring Support Agreement and the Definitive Financing Documentation in all material respects with the same effect as though made on and as of such date, except in the case of any representation and warranty which (i) expressly relates to a given date, such representation and warranty shall be true and correct in all material respects as of the respective date, (ii) is qualified by a materiality or material adverse effect standard in which case such representation and warranty shall be true and correct in all respects, or (iii) has been waived under the Restructuring Support Agreement or the Definitive Financing Documentation, as applicable; (f) no First Lien Creditor Termination Event, or any event that after notice or passage of time or both would be a First Lien Creditor Termination Event, shall have occurred under the Restructuring Support Agreement, in each case, unless waived under the Restructuring Support Agreement; (g) The Administrative Agent the Debtors shall be satisfied that in compliance with the Amendment and Restatement Restructuring Support Agreement (Revolving Credit Agreement) dated in all material respects as of the date hereof, with respect upon which all conditions precedent herein and in the Restructuring Support Agreement relating to the Amended effectiveness of the Definitive Financing Documentation are satisfied (the “Closing Date”) and Restated Revolving Credit the Borrower and each of the Guarantors party to the Restructuring Support Agreement dated as shall have satisfied each of October 6the conditions precedent to the Restructuring Transactions set forth in the Restructuring Support Agreement, 2004in each case, as previously amended except to the extent such compliance or conditions have been waived under the Restructuring Support Agreement; and restated as of November 5, 2004 and March 22, 2006, among (h) the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, Restructuring Transactions shall become effective in accordance with its terms have been consummated or will be consummated substantially concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that entry into the 364-Day Revolving Credit Agreement dated as of Definitive Financing Documentation, to the date hereof, among extent required under the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot ActRestructuring Support Agreement. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of the transactions amendments set forth in Sections 3 and 4 of this Agreement Section 2 shall be subject to become effective on the satisfaction date (“Amendment Effective Date”) when each of the following conditions precedent:has been satisfied (or waived as set forth in Section 9.08 of the Existing Credit Agreement):
(a) The Administrative Agent (or its counsel) shall have received from the Administrative Agent, the L/C Issuer, the Swingline Lender, each party hereto Loan Party and Lenders constituting the Required Amendment Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received received, on behalf of itself, the Lenders and the L/C Issuer on the Amendment Effective Date, a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇O’Melveny & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇LLP or other counsel reasonably acceptable to the Administrative Agent, General Counsel of as counsel for the BorrowerLoan Parties, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, each local counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such specified on Schedule 1 or other matters relating counsel reasonably acceptable to the BorrowerAdministrative Agent, this Agreementin each case (a) dated the Amendment Effective Date, (b) addressed to the Administrative Agent, the Restated Term Loan Credit Agreement or Lenders and the transactions contemplated hereby or thereby as L/C Issuer on the Amendment Effective Date and (c) in form and substance reasonably satisfactory to the Administrative Agent shall reasonably requestAgent. The Borrower Each Loan Party hereby requests such instructs its counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as from the Administrative Agent or its counsel may reasonably request relating Borrower a consent fee payable for the account of each Lender (other than a Defaulting Lender) that has returned an executed signature page to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent at or prior to 5:00 p.m., New York City time on May 13, 2011 (the “Consent Deadline” and its counseleach such Lender, a “Consenting Lender”) equal to 0.10% of the sum of (x) the aggregate principal amount of Term Loans, if any, held by such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered and (y) the aggregate amount of the Revolving Facility Commitments, if any, of such Consenting Lender as of the Consent Deadline with respect to which a consent was delivered.
(d) The Administrative Agent No Revolving Facility Loans shall have received a certificate, dated be outstanding under the Restatement Revolving Facility upon the effectiveness of the Amendment Effective Date (it being understood that any Revolving Facility Loans may be repaid immediately prior to the effectiveness of the Amendment Effective Date and signed by the Presidenttransactions contemplated hereby and, a Vice President or a Financial Officer subject to the terms of the BorrowerAmended Credit Agreement, confirming Revolving Facility Loans may be drawn under the representations Amended Credit Agreement following the effectiveness of the Amendment Effective Date and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreementthe transactions contemplated hereby).
(e) The Administrative Agent shall have received all amounts required fees payable thereto on or prior to be paid by the Borrower pursuant Amendment Effective Date and, to Section 3 hereof.
(f) The Administrative Agent shall have received the extent invoiced, all fees and other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Borrower hereunderLoan Parties hereunder or under any Loan Document.
(gf) The Administrative Agent shall be satisfied that the Amendment and Restatement Reaffirmation Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation been executed and other information reasonably requested delivered by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)party thereto.
Appears in 1 contract
Conditions. The consummation obligation of (x) the Replacement Term A Lenders to make the Replacement Term A Loans and the effectiveness of the transactions amendments set forth in Sections 3 Section 4(a), Section 4(d)(2), Section 4(f) and 4 of this Agreement Section 4(k)(1) above shall be subject to the applicable conditions precedent set forth below (the date of satisfaction or waiver of such applicable conditions, the “Replacement Term A Closing Date”), (y) the Replacement Term B Lender to make the Replacement Term B Loans and the effectiveness of the following amendments set forth in Section 4(b), Section 4(d)(1), Section 4(g), Section 4(h), Section 4(i) and Section 4(k)(2) above shall be subject to the applicable conditions precedentprecedent set forth below (the date of satisfaction or waiver of such applicable conditions, the “Replacement Term B Closing Date”) and (z) the effectiveness of the amendment set forth in Section 4(c), Section 4(e) and Section 4(j) above shall be subject to the earlier to occur of the Replacement Term A Closing Date and the Replacement Term B Closing Date:
(a) The Administrative With respect to the Replacement Term A Closing Date, the Agent (or its counsel) shall have received from the Administrative Borrower, each party hereto either other Loan Party, each Replacement Term A Lender (Awhich Replacement Term A Lenders shall, taken together, constitute the Required Lenders) a and the Agent an executed counterpart of this Agreement signed on behalf of such party hereof or other written confirmation (B) written evidence in form satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementAgent) that such party has signed a counterpart of this Agreement.hereof ;
(b) With respect to the Replacement Term B Closing Date, the Agent shall have received from the Administrative Borrower, each other Loan Party, each Replacement Term B Lender (which Replacement Term B Lenders shall, taken together, constitute the Required Lenders) and the Agent an executed counterpart hereof or other written confirmation (in form satisfactory to the Agent) that such party has signed a counterpart hereof;
(c) The Administrative Agent shall have received a written opinion Borrowing Request with respect to the Replacement Term A Loans or the Replacement Term B Loans, as applicable, not later than 2:00 p.m. (addressed New York Time) three Business Days prior to the Replacement Term A Closing Date or the Replacement Term B Closing Date, respectively (or such later time as is reasonably acceptable to the Administrative Agent);
(d) The Agent and the Lenders and dated the Restatement Effective Date) of each shall have received a customary legal opinion of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, in its capacity as special counsel to the Administrative Borrower, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇, in its capacity as special Ohio counsel for to the Borrower, substantially in the form of Exhibits B-1 and B-2, respectivelyOhio Loan Parties, and covering such other matters relating (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & Marcus, in its capacity as special New Jersey and New York counsel to the BorrowerNew Jersey Loan Parties and New York Loan Parties, this Agreementin each case, dated the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably requestAmendment No. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents 1 Closing Date, and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory addressed to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this AgreementLenders.
(e) The Administrative Agent shall have received all amounts required to be paid (i) a certificate of each Loan Party, dated the Amendment No. 1 Closing Date, and executed by a secretary, assistant secretary or other Responsible Officer thereof, which shall (A) certify that (x) either (I) attached thereto are a true and complete copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the Borrower pursuant relevant authority of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization have not been amended (except as attached thereto) since the date reflected thereon or (II) there have been no changes to Section 3 hereofthe certificate or articles of incorporation, formation or organization of such Loan Party since the Closing Date (or date of joinder with respect to any Loan Party joined to Loan Documents after the Closing Date), (y) either (I) attached thereto are a true and correct copy of the bylaws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto as of the Amendment No. 1 Closing Date, which by-laws or operating, management, partnership or similar agreement are in full force and effect or (II) there have been no changes to the by-laws or operating, management, partnership or similar agreement of such Loan Party since the Closing Date (or date of joinder with respect to any Loan Party joined to Loan Documents after the Closing Date), and (z) attached thereto are a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution and delivery of this Agreement, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) either (I) identify by name and title and bear the signatures of the officers, managers, directors or other authorized signatories of such Loan Party authorized to sign this Agreement or (II) certify that there have been no changes to the officers, managers, directors or other authorized signatories of such Loan Party since the Closing Date (or date of joinder with respect to any Loan Party joined to Loan Documents after the Closing Date) and (ii) a good standing (or equivalent) certificate for such Loan Party from the relevant authority of its jurisdiction of organization, dated as of a recent date.
(f) The With respect to the Replacement Term A Closing Date, all fees due to the Replacement Term A Lender on the Replacement Term A Closing Date pursuant to the Engagement Letter, dated as of April 25, 2018 between the Administrative Agent Borrower and ING shall have received been paid, and all fees reasonable and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be paid or reimbursed or paid by to ING on the Borrower hereunder.Replacement Term A Closing Date pursuant to such Engagement Letter that have been invoiced at least three business days prior to the Replacement Term A Closing Date shall have been paid;
(g) The Administrative With respect to the Replacement Term B Closing Date, all fees due to the Agent shall be satisfied that on the Amendment and Restatement Agreement (Revolving Credit Agreement) Replacement Term B Closing Date pursuant to the Engagement Letter, dated as of April 18, 2018 between the date hereofAdministrative Borrower and CSLF shall have been paid, and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Agent on the Replacement Term B Closing Date pursuant to such Engagement Letter that have been invoiced at least three business days prior to the Replacement Term B Closing Date shall have been paid;
(h) All accrued interest (subject (x) with respect to the Amended Initial Term A Loans, to Section 2(b) hereof and Restated Revolving Credit Agreement dated as of October 6(y) with respect to the Initial Term B Loans, 2004, as previously amended to Section 3(b) hereof) and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).any fees pursuant to
Appears in 1 contract
Conditions. The consummation This Amendment shall be effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction Effective Date once all of the following conditions precedent:
(a) The Administrative Agent (precedent have been satisfied or its counsel) shall have received from delivered to Agent, in each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all case in form and substance satisfactory to the Administrative Agent:
(a) counterparts of this Amendment, executed by a Responsible Officer of Borrower and Guarantors, and a duly authorized officer of Agent and its counsel.each Lender;
(b) counterparts of a Guaranty, Pledge Agreement, Security Agreement, and any other Collateral Document as required under Section 6.12 of the Credit Agreement, executed by a Responsible Officer of each Joining Guarantor and Borrower, as applicable, and a duly authorized officer of each other Person party thereto;
(c) for the account of any Lender requesting a Note, a Note executed by a Responsible Officer of Borrower;
(d) The Administrative Agent shall have received (x) a certificate, certificate of a secretary of each Loan Party dated the Restatement Effective Date and signed certifying as to the Organization Documents of such Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), the President, a Vice President or a Financial Officer resolutions of the Borrower, confirming governing body of each Loan Party approving this Amendment and of the representations and warranties set forth in paragraphs (a) incumbency of the Responsible Officers of each Loan Party and (by) certificates of Section 5 good standing, existence or its equivalent of this Agreement.each Loan Party from its respective jurisdiction of incorporation or formation, as the case may be;
(e) The Administrative Agent shall have received all amounts required copies of the audited consolidated financial statements as to be paid by Borrower and its subsidiaries for the Borrower pursuant to Section 3 hereof.fiscal year ended December 31, 2018, and unaudited consolidated financial statements for the nine (9) month period ended September 30, 2019; 4▇▇▇-▇▇▇▇-▇▇▇▇ v.5
(f) The Administrative evidence reasonably satisfactory to Agent shall that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Amendment have received all been obtained;
(g) a certificate or certificates executed by a Responsible Officer of Borrower as of the Effective Date, certifying as to the financial condition and solvency of Borrower and its Subsidiaries, after giving effect to this Amendment and the Loans to be made on the Effective Date;
(h) a Loan Notice with respect to the Loans to be made on the Effective Date;
(i) payment to Agent’s outside counsel of its legal fees and other amounts due and payable submitted by invoice on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.; and
(gj) The Administrative such other documents as Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementmay reasonably request.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (RigNet, Inc.)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Second Amendment Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received (x) from each party hereto either Loan Party, the Majority Lenders for the Term B-1 Facility (Adetermined before giving effect to the replacement of any Non-Consenting Lenders) and each Lender holding Term B-1 Loans (after giving effect to the replacement of any Non-Consenting Lenders) (i) a counterpart of consent to this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a consent to this Agreement and (y) from the Administrative Agent, an executed counterpart of to this Agreement.;
(b) The Administrative Agent the representations and warranties set forth in Section 4 above shall have received a written opinion be true and correct;
(addressed to the Administrative Agent c) any fees and the Lenders reasonable out-of-pocket expenses (including reasonable fees, charges and dated the Restatement Effective Date) disbursements of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Initial Borrower to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel and the Second Amendment Arrangers and invoiced prior to deliver such opinions.
(c) The Administrative Agent the date hereof shall have received such documents and certificates as been paid in full (subject to any agreed-upon limits contained in any letter agreement with the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of affiliates or such Second Amendment Arrangers or their respective affiliates entered into in connection with this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.); and
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer (i) all Obligations of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required Initial Borrower owing to be paid by the Borrower any Non-Consenting Lender being replaced pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect paid in full to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms such Non-Consenting Lender concurrently with the effectiveness of this Amendment assignment described in Section 3) and Restatement.
(hii) The Administrative Agent the Replacement Lender shall be satisfied that pay to each such Non-Consenting Lender an amount equal to the 364-Day Revolving Credit Agreement dated as principal amount of the date hereof, among the Borrower, the lenders party there Term B-1 Loans held by such Non-Consenting Lender plus accrued and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementunpaid interest thereon.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Borrowers shall have executed and delivered to the Collateral Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory caused to be executed and delivered to the Administrative Collateral Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to by the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreementappropriate Persons), the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organizationfollowing, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in each case in form and substance satisfactory to the Administrative Collateral Agent and its counselTerm Loan D Lenders:
(i) a Secured Promissory Note payable to the order of each of the Term Loan D Lenders, in the original principal amount equal to such Lender’s Term Loan D Commitment;
(ii) an amendment to the Subordination Agreement acknowledging and permitting the increased Aggregate Term Loan Commitments;
(iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01 to the Credit Agreement) of all corporate or other action taken by each Borrower and the Equity Holders of each Borrower authorizing the execution and delivery of the Notes to which it is a party (including all resolutions authorizing the execution, delivery and performance of this Amendment by such Borrower and the transactions contemplated hereby, the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not been modified or amended;
(iv) Such other supporting documents and certificates as the Collateral Agent, the Administrative Agent, or the Lenders may reasonably request.
(db) The Administrative Collateral Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer favorable written opinion of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior general corporate counsel to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) Borrowers dated as of the date hereof, with respect addressed to the Amended Collateral Agent, the Administrative Agent, and Restated Revolving Lenders and reasonably satisfactory to the Collateral Agent in scope and substance; and
(c) The representations and warranties of each Borrower and its Affiliates set forth in the Credit Agreement dated Agreement, as amended hereby, and in the other Loan Documents shall be true and correct in all material respects on and as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness date of this Amendment and Restatementeach Borrower shall have performed all obligations which were to have been performed by it hereunder prior to the effective date of this Amendment (unless waived by the Collateral Agent or the Required Lenders).
(hd) The As of the effective date of this Amendment, and since the dates of those certain Projections attached as Schedule 4.17 to the Credit Agreement and other financial documents delivered to the Collateral Agent prior thereto, no event or circumstance shall have occurred which could reasonably be expected to have a Material Adverse Effect.
(e) Borrowers shall have paid (i) to the Administrative Agent shall be satisfied that on or before the 364-Day Revolving effective date of this Amendment for the account of the Administrative Agent and the Term Loan D Lenders, the fees set forth in a certain Fee Letter of even date herewith, (ii) all other fees owed to the Collateral Agent, the Administrative Agent, the Lenders and their respective Affiliates pursuant to the Credit Agreement dated Agreement, as amended hereby, and (iii) all legal fees and expenses of counsel to Collateral Agent, Administrative Agent and Lenders incurred through the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(if) The Administrative Agent shall have received all documentation and other information reasonably requested by it All legal matters incident to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice transactions contemplated hereby shall be conclusive and binding. Notwithstanding reasonably satisfactory to counsel for the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Collateral Agent.
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 Notwithstanding any other provision of this Agreement shall be subject to the satisfaction contrary, the County Board shall have no obligation to disburse any of the Federal CDBG Loan funds to the Borrower unless and until all of the following conditions precedent(collectively the “Funding Conditions”) have been satisfied:
(a1) The Administrative Agent (or its counsel) Borrower shall have received from each party hereto either (A) a counterpart provided the County Attorney with an executed copy of this the Agreement signed on behalf of such party or (B) written evidence satisfactory to Purchase and Sale between the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Borrower and the Shell Site Seller; and
(b2) The Administrative Agent Borrower shall have received a written opinion (addressed to provided the Administrative Agent County Attorney with an executed copy of the Agreement of Purchase and Sale between the Borrower and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & Site Seller; and
(3) Borrower shall have applied for all required permits and discretionary land use entitlements necessary to allow the Borrower to demolish the Columbia Pike Food Mart and Shell Gas Station located on the Shell Site Property; and
(4) Borrower shall have provided the County Manager with written confirmation that the Borrower has secured a commitment for additional financing, if required, to cover the full costs of the CDBG-Eligible Project Activities; and
(5) Borrower shall have provided the County Attorney with a copy of Borrower’s organizational documents satisfactory to the County Attorney documenting the power and authority of Borrower to enter into and perform its obligations under this Agreement and the CDBG Loan Documents; provided, that the Borrower’s possession of title to the ▇▇▇▇▇▇ ▇▇▇, counsel ▇ Property need not be precedent for disbursement of the Borrower, substantially in Federal CDBG Loan funds; and
(6) Borrower shall have provided the form County Attorney with a copy of Exhibits B-1 and B-2, respectively, and covering such a resolution or other matters relating corporate document satisfactory to the County Attorney authorizing Borrower, this Agreement, ’s authority to acquire and own the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. Required Project Property and construct and operate The Borrower hereby requests such counsel Shell Site Project and to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of execute this Agreement and the Restated Term CDBG Loan Credit Documents; and
(7) Borrower shall have executed and delivered to the County Attorney all documents, instruments, and policies required under the CDBG Loan Documents; and
(8) Borrower shall have provided to the County Attorney evidence of the insurance coverage meeting the requirements of this Agreement; and
(9) Borrower shall certify in writing to the County Attorney that there exists no Event of Default nor any act, failure, omission or condition that would constitute an Event of Default under this Agreement and the CDBG Loan Documents; and
(10) Borrower shall have provided to the County Attorney with a legal opinion from the Borrower’s Attorney addressed to the County Board, in substantially the form attached hereto as Exhibit G, opining, among other things, that the Borrower is in full compliance with all legal requirements in its formation and execution of the CDBG Loan Documents. In the event that any other legal matters relating of the Funding Conditions are not satisfied on or before the Effective Date, or such later date as may be approved in writing by the County Attorney in the sole and absolute discretion of the County Attorney, the County Board may terminate this Agreement by delivering written notice to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Community Development Block Grant Subrecipient and Loan Agreement
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:precedent (such date on which such conditions are satisfied being the “Effective Date”), unless specifically waived by Agent and Lenders.
(a) The Administrative Agent (or its counsel) shall have received from all of the following documents, each party hereto either document (Aunless otherwise indicated) being dated the date hereof, duly authorized, executed and delivered by the parties thereto, and in form and substance reasonably satisfactory to Agent and Lenders:
(i) this Amendment;
(ii) that certain Second Amendment to Pledge and Security Agreement dated as of August 22, 2007 between Borrower and Agent;
(iii) the ExIm Revolving Credit Note duly executed by Borrower;
(iv) the ExIm Documents, duly executed by the Borrower and ExIm, and any other evidence of ExIm’s consent to and approval of the transaction contemplated herein to Agent’s reasonable satisfaction;
(v) that certain ExIm Waiver letter dated as of August 15, 2007 between ExIm and Administrative Agent;
(vi) a counterpart certified copy of the resolutions of the Directors of the Borrower authorizing the execution, delivery and performance of this Agreement signed on behalf Amendment and any and all other Loan Documents executed by the Borrower in connection therewith, along with a certificate of incumbency certified by the secretary of the Borrower with specimen signatures of the officers of the Borrower who are authorized to sign such party documents (such certificates of incumbency to be bring down certificates of incumbency for Borrower); and
(vii) such additional documents, instruments and information as Agent or (B) written evidence satisfactory to the Administrative Agent (which Lenders or their legal counsel may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementreasonably request.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to Agent, evidence that Borrower has paid the Administrative Agent and its counsel.
(d) The Administrative Agent ExIm closing fee in the amount of $100.00 which shall have received a certificatebe fully earned, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due nonrefundable and payable on or prior to the Restatement Effective Date;
(c) Agent shall have received in form and substance satisfactory to Agent, includingevidence that Borrower has paid the closing fee for the benefit of ExIm Bank and Lenders in the amount of $75,000.00 which shall be fully earned, nonrefundable and payable on or prior to the Effective Date;
(d) Agent shall have received in form and substance satisfactory to Agent, certified copies of Borrowers’ credit insurance policies, together with instruments of assignment, assigning all proceeds to Agent;
(e) Borrower shall be in full compliance with all requirements of the ExIm Documents;
(f) The representations and warranties contained in the Credit Agreement and/or in the other Loan Documents in each case, as Modified hereby (herein defined) and as contained herein shall be true and correct as of the Effective Date as if made on such date, except to the extent invoiced, reimbursement such representations and warranties (i) relate to any matter with respect to which written notice has been given to Agent and/or Lenders by Loan Parties pursuant to and in accordance with the Credit Agreement or payment (ii) which by their terms expressly speak as of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.an earlier date;
(g) The Administrative Agent No Default or Event of Default shall have occurred and be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.continuing;
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective All corporate proceedings taken in accordance with its terms concurrently connection with the effectiveness of transactions contemplated by this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation documents, instruments and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice legal matters incident thereto shall be conclusive reasonably satisfactory to Agent, Lenders and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)their legal counsel.
Appears in 1 contract
Sources: Credit Agreement (Superior Offshore International Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement Amendment No. 6 shall be subject to the fulfillment by the Borrowers, in a manner satisfactory to the Administrative Agent and the Lender Parties, of all of the conditions precedent set forth in this Article III, and the date on which all such conditions shall have been fulfilled to the satisfaction of the following conditions precedent:Administrative Agent and the Lender Parties, and this Amendment No. 6 shall have become effective, shall be herein called the "Effective Date".
(a) The Administrative Agent (representations and warranties contained herein and each other agreement, instrument, certificate or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory other writing delivered to the Administrative Agent (which may include telecopy transmission or any Lender Party pursuant hereto or to the Credit Agreement shall be correct on and as of a signed signature page the date hereof after giving effect to this Amendment No. 6 as though made on and as of this Agreement) that such party has signed a counterpart of this Agreement.
date, (b) no Default or Event of Default shall have occurred and be continuing on the Effective Date or would result from the taking effect of this Amendment No. 6, or the transactions contemplated hereby, and (c) all of the conditions precedent to the effectiveness of this Amendment No. 6 shall have been satisfied; and the execution and delivery of this Amendment No. 6 constitutes the Borrowers' certification to the Lender Parties and the Administrative Agent as to the truth, accuracy and completeness of the matters set forth in this Section 3.1.
3.2 The Administrative Agent shall have received a written opinion (addressed copies of resolutions adopted by MediaBay's board of directors, authorizing the execution, delivery and performance of the Amendment No. 6 Documents, and all documents incidental thereto shall be satisfactory to the Administrative Agent Agent, the Lender Parties and their counsel, and each such person shall have received all such information and such counterpart originals or certified copies of documents as may have been reasonably requested.
3.3 The Borrowers shall have:
(a) paid to Winston & Strawn LLP counsel to the Lenders Adminis▇▇▇▇▇▇e Agent, and dated the Restatement Effective Date) of each of (i) Richards Spears Kibbe & Orbe LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇ ▇▇▇ ▇▇▇ ▇▇ & ▇▇▇▇▇▇▇000-▇, counsel for Limited, all outstanding fees and expenses incurred in connection with this Amendment No. 6 or otherwise; and
(b) otherwise complied in all respects with the Borrowerterms hereof and of any other agreement, substantially document, instrument or other writing to be delivered by any Borrower in connection herewith.
3.4 Each of the form of Exhibits B-1 parties hereto shall have executed and B-2, respectively, and covering such other matters relating delivered this Amendment No. 6 to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or Administrative Agent.
3.5 All proceedings in connection with the transactions contemplated hereby or thereby as the Administrative Agent by this Amendment No. 6 and all documents incidental thereto shall be reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent Agent, the Lender Parties and its their respective counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent each such Person shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other such information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation counterpart originals or certified copies of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)documents as may have been reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Mediabay Inc)
Conditions. The consummation effectiveness of this Amendment and each of the transactions set forth in Sections 3 and 4 of this Agreement shall be Amended Loan Documents is subject to the satisfaction (or waiver) of the following conditions precedent:precedent (the date of satisfaction or waiver of all such conditions precedent hereunder shall be referred to herein as the “Fifth Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) this Amendment shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to been executed by the Borrower and the Lenders, and acknowledged by the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Agent;
(b) The Administrative Agent as of the date hereof, the Borrower shall have entered into the Contingent Value Rights Agreement, dated as of the date hereof, by and among the Borrower and the Lenders, issuing to each Lender party hereto, for its own ratable account, a consent fee in the form of a contingent value right on the terms set forth therein, effective as of the Fifth Amendment Effective Date;
(c) the Borrower shall have (i) on the date hereof submitted a registration withdrawal request to the SEC with respect to the Borrower’s shelf registration statement on Form S-3 with respect to the resale of certain securities held by the Lenders and their respective affiliates in form and substance reasonably acceptable to the Lenders and (ii) no later than January 31, 2025 or such other date as agreed to by the Lenders in writing in their sole discretion, received SEC approval for the termination of such shelf registration statement and terminated such registration statement;
(d) the Borrower shall have filed a form 15 with the SEC for the purpose of effecting a termination of the registration of its securities under the Exchange Act in form and substance reasonably acceptable to the Lenders no later than January 31, 2025 or such other date as agreed to by the Lenders in writing in their sole discretion;
(e) pursuant to the Warrant Termination Agreement, dated as of the date hereof, by and among the Borrower and the Lenders, the Lenders that hold Warrants shall have received the Warrant Termination Payment (as defined therein) and the Warrants shall have been terminated in accordance therewith;
(f) the representations and warranties in Section 4 hereof shall be true and correct in all material respects (except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) as of the date hereof and as of the Fifth Amendment Effective Date; provided, however that those representations and warranties expressly referring to a written opinion specific date shall be true and correct in all material respects (addressed except with respect to any representation or warranty qualified by materiality or Material Adverse Effect, which representation or warranty shall be true and correct in all respects) as of such date;
(g) no Default or Event of Default shall have occurred and be continuing;
(h) on the date hereof, the Administrative Agent and the Lenders shall have received a certificate of an Authorized Officer of each Loan Party certifying that, both as of the date hereof and dated after giving effect to this Amendment:
(i) attached thereto is a true and complete copy of the Restatement bylaws (or limited liability company agreement or other equivalent governing documents) of such Loan Party as in effect on the date hereof or that there have been no amendments or modifications to the bylaws (or limited liability company agreement or other equivalent governing documents) of such Loan Party most recently delivered to the Administrative Agent, and that no amendments or modifications to the bylaws (or limited liability company agreement or other equivalent governing documents) are currently planned or anticipated prior to the Fifth Amendment Effective Date;
(ii) attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Fifth Amendment Effective Date;
(iii) 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 Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or that there have been no amendments or modifications to the certificate or articles of incorporation or certificate of formation of such Loan Party most recently delivered to the Administrative Agent and (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 Loan 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
(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 or that there have been no amendments or modifications to the applicable incumbency certification most recently delivered to the Administrative Agent;
(i) on the date hereof, the Administrative Agent and the Lenders shall have received a solvency certificate duly executed and delivered by the chief financial or accounting Authorized Officer of the Borrower, dated as of the date hereof, in form and substance satisfactory to the Lenders;
(j) on the date hereof, the Borrower shall have paid all fees and expenses owing to Administrative Agent and the Lenders, including (i) legal fees and expenses of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement ▇ LLP and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed fees incurred by the PresidentLenders and their Affiliates in connection with the negotiation, a Vice President or a Financial Officer of the Borrower, confirming the representations execution and warranties set forth in paragraphs (a) and (b) of Section 5 delivery of this Agreement.
Amendment and the transactions contemplated hereby; (eii) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all outstanding legal fees and other amounts due and payable on or prior expenses owed to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP as of the date hereof, with respect to the Amended ; and Restated Revolving Credit Agreement dated (iii) all legal fees and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP owed as of October 6, 2004, as previously amended the date hereof and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective incurred in accordance with its terms concurrently connection with the effectiveness negotiation, execution and delivery of this Amendment and Restatement.the transactions contemplated hereby; and
(hk) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Fifth Amendment and Restatement.
(i) The Administrative Agent Effective Date shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at occurred on or prior to 3:00 p.m.January 31, New York City time, 2025 or such other date as agreed to with the Lenders in writing in their sole discretion (it being understood that to the extent that the Fifth Amendment Effective Date has not occurred on August 3, 2007 (and, in the event or prior to such conditions are not so satisfied or waiveddate, this Amendment, the Contingent Value Rights Agreement, the Warrant Termination Agreement and the Registration Rights Termination Agreement shall terminate at such timeand be of no further force and effect).
Appears in 1 contract
Conditions. 1.5.1 The consummation obligations of Parent to consummate (and to cause EH Aggregator, prior to the transactions set forth in Sections 3 First Contribution, and 4 of this Agreement shall be JV Co to consummate), the Rollover Closing are subject to the satisfaction fulfillment (or waiver by Parent in writing) of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart representations made by Investors in Section 3 of this Agreement signed shall be true and correct in all material respects when made and shall be true and correct in all material respects on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Rollover Closing Date;
(b) The Administrative Agent All covenants, agreements and conditions contained in this Agreement to be performed by Investors and, from and after the First Contribution, EH Aggregator on or prior to the Rollover Closing shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially been performed or complied with in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.all material respects;
(c) The Administrative Agent consummation of the Merger and the other transactions contemplated by the Transaction Agreement (other than the VZ Contribution, which shall have been consummated prior to the Rollover Closing) shall be occurring immediately after the Rollover Closing;
(d) Parent shall have received from EH Aggregator and each Investor a duly completed and executed IRS Form W-9;
(e) Investors shall have executed the EH Aggregator LLC Agreement as of the First Contribution and such documents EH Aggregator LLC Agreement shall not have been amended, restated, modified, supplemented, or terminated as of the Rollover Closing;
(f) EH Aggregator shall have executed the JV Co LLC Agreement as of the Second Contribution;
(g) The consummation of the transactions contemplated by all of the Rollover Agreements shall not cause JV Co (i) to be treated as a “publicly traded partnership” or be taxed as a corporation pursuant to Section 7704 of the Code, (ii) in the reasonable judgment of Parent, to fail to qualify for the safe harbor in Treasury Regulations Section 1.7704-1(h), determined by (A) substituting “80 partners” for “100 partners” in Treasury Regulations Section 1.7704-1(h)(ii) and certificates (B) treating equityholders in each Person that holds JV Co Class B Units that is a partnership, grantor trust or S corporation for U.S. federal income tax purposes as if they were members of JV Co, or (iii) to be subject to regulation under the Administrative Agent 1940 Act, the Investment Advisors Act of 1940 or its counsel may reasonably request relating the Employee Retirement Income Security Act of 1974, each as amended; and
(h) Parent shall have received a certificate signed on behalf of Investors (without personal liability) by an investment adviser or sub-adviser of Investors stating that the conditions specified in Section 1.5.1(a) and Section 1.5.1(b) have been satisfied.
1.5.2 The obligations of each Investor to consummate the Rollover Closing are subject to the organization, existence and good standing fulfillment (or waiver by such Investor in writing) of the Borrower, the authorization following conditions:
(a) The representations made by Parent in Section 2 of this Agreement shall be true and correct in all material respects when made and shall be true and correct in all material respects on the Restated Term Loan Credit Rollover Closing Date follows; provided, however, that Parent makes no representation or warranty with respect to EH Aggregator with respect to any matter from and after the First Contribution;
(b) All covenants, agreements and conditions contained in this Agreement and any other legal matters relating to be performed by Parent and, prior to the BorrowerFirst Contribution, EH Aggregator on or prior to the Rollover Closing Date shall have been performed or complied with in all material respects;
(c) There shall not be in force any injunction or order of any court or administrative agency of competent jurisdiction enjoining or prohibiting the consummation of the transactions contemplated by this Agreement or the Restated Term Loan Credit Transaction Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.;
(d) The Administrative Agent consummation of the Merger and the other transactions contemplated by the Transaction Agreement (other than the VZ Contribution, which shall have been consummated prior to the Rollover Closing) shall be occurring immediately after the Rollover Closing; and
(e) Investors shall have received a certificate, dated certificate signed on behalf of Parent (without personal liability) by an authorized officer of Parent stating that the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth conditions specified in paragraphs (aSection 1.5.2(a) and (bSection 1.5.2(b) of Section 5 of this Agreementhave been satisfied.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 through 5 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto the Borrower and the Required Restatement Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, which, when taken together, bear the signatures of each of the Borrower, the Administrative Agent and the Required Restatement Lenders.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Day, General Counsel of counsel for the Borrower, substantially in the form of Exhibit B-1 and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Chtd., Nevada local counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2Exhibit B-2 and, respectivelyin the case of each such opinion required by this paragraph, and covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Required Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the representations and warranties conditions set forth in paragraphs (a) and (b) of, and including the certifications required by paragraph (c) of, Section 4.02 of Section 5 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Borrower hereunderRestatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby and (ii) to the extent requested by the Administrative Agent, the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Collateral Agreement.
(g) The Administrative Agent shall be satisfied have received evidence that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as insurance required by Section 5.07 of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Security Documents is in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementeffect.
(h) The Administrative Agent A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders have been executed and delivered by each party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementthereto.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy a Borrowing Request that satisfies the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including Section 2.03 of the Patriot Act. The Existing Credit Agreement or is otherwise satisfactory to the Administrative Agent shall notify with respect to the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).Tranche A1 Term
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cumulus Media Inc)
Conditions. (a) Sections 2, 3(j), 4, and 12 through 20 (and any defined terms included in such Sections, as necessary), and for the avoidance of doubt the Tack-on Loan Commitments, shall become effective on the date on which the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of Holdings, the Borrower, the Required Lenders and each Tack-on Lender.
(b) The consummation remainder of this Amendment, and the obligations of the transactions set forth in Sections 3 and 4 Tack-on Lenders to fund the Tack-on Loans hereunder, shall become effective as of this Agreement shall be subject to the satisfaction date first above written when each of the following conditions precedenthas been met:
(ai) the Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment No. 4 Effective Date (including (A) the Amendment Fee specified in Section 15 below, (B) the Ticking Fee specified in Section 16 below and (C) all reasonable invoiced fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Administrative Agent).
(ii) The Armour Acquisition shall have been consummated, or substantially simultaneously with the funding of the Tack-on Loans shall be consummated, in accordance in all material respects with applicable law and the Armour Purchase Agreement (and no material provision of the Armour Purchase Agreement shall have been waived, amended, supplemented or otherwise modified in a manner material and adverse to the Lenders without the consent of the Administrative Agent). The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart certified copies of this the Armour Purchase Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementand all material certificates and other documents delivered thereunder.
(biii) The Administrative Agent shall have received a favorable written opinion opinions (addressed to the Administrative Agent and the Lenders and dated as of the Restatement Amendment No. 4 Effective Date) of each of (iA) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, substantially in the form of Exhibits Exhibit B-1 hereto and B-2(B) applicable local counsel, respectively, in form and covering such other matters relating substance reasonably satisfactory to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsAgent.
(civ) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Amendment and any other legal matters relating to the Borrower, this Agreement parties hereto or the Restated Term Loan Credit AgreementDocuments or the Armour Acquisition, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(dv) The Administrative Agent shall have received a certificate, dated as of the Restatement Amendment No. 4 Effective Date and signed by the President, President or a Vice President of the Borrower or a Financial Officer of the BorrowerOfficer, confirming compliance with the representations and warranties conditions set forth in paragraphs (a) and (b) of Section 5 4.03 of this the Credit Agreement.
(evi) All Uniform Commercial Code financing statements reasonably requested by the Collateral Agent to be filed or recorded with respect to the assets acquired in the Armour Acquisition shall have been filed or recorded or delivered to the Collateral Agent for filing or recording, and the Collateral Agent shall have received (i) the results of bring-down searches of the Uniform Commercial Code filings made with respect to each of the Loan Parties in its jurisdiction of organization and (ii) a completed update to the Perfection Certificate dated the Amendment No. 4 Effective Date and signed by an officer of the Borrower, together with all attachments contemplated thereby.
(vii) the Collateral Agent shall have received (A) amendments to each Mortgage securing the Obligations of the Borrower providing that the Tack-on Loans shall be secured by a Lien on the Mortgaged Property that is the subject of such Mortgage, signed on behalf of the record owner of such Mortgaged Property and (B) with respect to any real property acquired in the Armour Acquisition counterparts of a Mortgage with respect to such real property duly executed and delivered by the record owner of such real property.
(viii) The Reaffirmation Agreement shall have been executed and delivered by each party thereto.
(ix) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on at or prior to the Restatement Effective Date, including, to time required by Section 2.03 of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, a Borrowing Request with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as Borrowing of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
Tack-on Loans (i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy that complies with the requirements of bank regulatory authorities under applicable “know your customer” Section 2.03 of the Credit Agreement and anti-money laundering rules Section 9(c) of Amendment No. 2 and regulations, including Waiver to the Patriot Act. The Administrative Agent shall notify Credit Agreement and (ii) pursuant to which the Borrower and agrees that the Lenders provisions of Section 2.16 of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Credit Agreement shall not become effective unless each of apply to any failure by the foregoing conditions is satisfied at or prior Borrower to 3:00 p.m., New York City time, borrow the Tack-on August 3, 2007 (and, in Loans on the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).Amendment No. 4
Appears in 1 contract
Conditions. The consummation willingness of the transactions set forth in Sections 3 Agent and 4 the Lenders to amend the ---------- Original Agreement, and the effectiveness of this the amendments to the Original Agreement shall be contemplated hereby, are subject to the satisfaction of the following conditions precedent:
A. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementThis Amendment.
(b) True and complete copies of any required stockholders' and/or directors' consents and/or resolutions, authorizing the execution and delivery of this Amendment and the other Documents contemplated hereby, certified by the Secretary of the appropriate Company, if needed.
(c) Such other supporting documents and certificates as the Agent or its counsel may reasonably request, within the time period(s) reasonably designated by the Agent or its counsel.
(d) The Administrative Agent Borrower's Notes, as set forth below, in each case, in the forms attached hereto as EXHIBIT B (collectively, the "New Notes"): --------- ---------
(a) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Fleet. (b) $20,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to Finova. (c) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable to State Street. (d) $15,000,000.00 Amended and Restated Reducing Revolving Credit Note payable CIBC.
B. The Lenders shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of evidence that (i) the Equity Investors are obligated to make additional cash equity contributions to the Parent of at least $5,000,000 on or before November 1, 1999, (ii) that the Parent is obligated to contribute such $5,000,000 amount to the Borrower upon its receipt of the same from the Equity Investors, and (iii) that the Lenders are made third party beneficiaries of the Equity Investors' and Parent's obligations referenced in clauses (i) and (ii) above.
C. The Borrower shall have paid to the Agent in immediately available funds for the Lenders' account the following facility fees in the aggregate amount of $1,050,000 payable to the Lenders as follows: Lender Facility Fee ------ ------------ Fleet $ 237,500 Finova ▇▇▇,▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇200,000 CIBC 375,000 ------------ $1,050,000
D. Voyager Data Services, Inc., a Delaware corporation wholly-owned by the Parent shall have executed and delivered to the Agent a Guaranty, Security and Pledge Agreement in form acceptable to the Agent.
E. All legal matters incident to the transactions hereby contemplated shall be reasonably satisfactory to the Agent's counsel and the Lenders shall have received the favorable written opinion of ▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇Procter & ▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Lenders. V ACKNOWLEDGMENT OF DEFAULTS: WAIVER. ----------------------------------
A. The Borrower, the Agent and its counsel.
(d) The Administrative Agent shall have received the Lenders hereby acknowledge and agree that Item Nos. 1, 6, 9, 11, 12 and 13 listed on Schedule A hereto each ---------- constitutes a certificate, dated breach of a covenant under the Restatement Effective Date Original Agreement and signed by the President, a Vice President or a Financial Officer an Event of Default for all purposes of the BorrowerCredit Agreement and each of the other Loan Documents (the "Specified Defaults"). But for the waiver provided for below, confirming ------------------ each such Specified Default gives rise to the representations Agent's and warranties set forth the Lenders' rights to exercise remedies in paragraphs (a) and (b) accordance with ARTICLE IX of Section 5 of this the Credit Agreement.
(e) B. The Administrative Agent and the Lenders hereby waive the right to exercise any remedies in accordance with ARTICLE IX of the Credit Agreement arising solely by reason of the occurrence of the Specified Defaults. Such waiver specified in the preceding sentence is limited to the express terms set forth herein and shall have received all amounts required not be deemed to be paid by a waiver of any Default other than the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall Specified Defaults that may have received all fees and other amounts due and payable existed on or prior to the Restatement Effective Datedate hereof or that may hereafter arise, includingor of any other of the Lenders' rights under the Credit Agreement or any of the other Loan Documents (other than the rights under the Credit Agreement arising by reason of the Specified Defaults). Neither the granting of the waiver herein nor any prior waivers of Events of Default heretofore effected, give rise to the extent invoicedany right to, reimbursement or payment of all out-expectation of-pocket expenses required to be reimbursed or paid , any waiver by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that and the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of Lenders in the date hereof, future with respect to any Default, whether or not under circumstances similar to those under which the Amended waiver hereunder is being granted or under which previous waivers have been effected, and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as none of the date hereof, among Agent or the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent Lenders shall have received all documentation and any duty to waive any other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsDefault, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Dateor any right arising with respect thereto, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)for any purpose whatsoever.
Appears in 1 contract
Sources: Credit Agreement (Voyager Net Inc)
Conditions. The consummation Any redesignation of the transactions set forth Eligible Accounts as provided in Sections 3 and 4 of this Agreement shall be Section 2.08(a) is subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation the Transferor (or the Servicer on its behalf) has, not less than two Business Days and other information reasonably requested by it not more than 30 days before the applicable Redesignation Date, delivered to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulationsOwner Trustee, including the Patriot Act. The Administrative Agent shall notify the Borrower Indenture Trustee, any Series Enhancers and the Lenders Rating Agencies a Redesignation Notice specifying such Redesignation Date on which removal of the Restatement Effective Transferred Receivables in one or more Eligible Accounts will occur;
(ii) the Transferor has delivered to the Servicer a written notice directing the Servicer to select as Redesignated Accounts, Eligible Accounts and Other Floorplan Accounts whose Principal Receivables approximately equal the amount of Principal Receivables specified by the Transferor to be removed from the Trust Assets on the applicable Redesignation Date;
(iii) the Transferor (or the Servicer on its behalf) has, on or before the applicable Redesignation Date, delivered to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule;
(iv) the Transferor has represented and warranted that:
(A) the redesignation of any such notice shall Eligible Accounts and Other Floorplan Accounts on the applicable Redesignation Date will not, in the reasonable belief of the Transferor, cause an Amortization Event to occur or cause the Net Adjusted Pool Balance to be conclusive less than the Required Pool Balance;
(B) the Eligible Accounts and binding. Notwithstanding Other Floorplan Accounts selected as Redesignated Accounts were not chosen through a selection process that was materially adverse to the foregoinginterests of the Noteholders, the consummation holders of the transactions Transferor Interest or any Series Enhancers; and
(C) the Redesignated Account Schedule delivered pursuant to clause (iii) above is true and correct in all material respects as of its date;
(v) the Transferor has, on or before the applicable Redesignation Date, delivered to the Owner Trustee, the Indenture Trustee, any Series Enhancers and the Rating Agencies a Tax Opinion with respect to such redesignation; and
(vi) the Transferor has delivered to the Owner Trustee, the Indenture Trustee and any Series Enhancers an Officer's Certificate confirming, to the best of such officer's knowledge, the satisfaction of each of the conditions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each clauses (i) through (v) above. Each of the foregoing conditions is satisfied at Owner Trustee and the Indenture Trustee may conclusively rely on such Officer's Certificate and has no duty to make inquiries with regard to the matters set forth therein and will incur no liability in so relying. On the applicable Redesignation Date with respect to any such Redesignated Account, all the related Transferred Receivables and Related Security, including all amounts then held by the Issuer or prior thereafter received by the Issuer in respect of such Transferred Receivables, will be deemed removed from the Trust Assets for all purposes. After such Redesignation Date and upon written request of the Servicer, the Owner Trustee will deliver to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Transferor a Reassignment.
Appears in 1 contract
Sources: Transfer and Servicing Agreement (Ford Credit Floorplan Corp)
Conditions. The consummation increased Commitments shall become effective, as of such Increase Effective Date; provided that:
(i) each of the transactions conditions set forth in Sections 3 Section 4.02 shall be satisfied on the Increase Effective Date;
(ii) no Default shall have occurred and 4 be continuing or would result from the borrowings to be made on the Increase Effective Date;
(iii) the Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of this Revolving Loans pursuant to Section 2.20(d);
(iv) the Borrowers shall deliver or cause to be delivered any legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction;
(v) the Intercreditor Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) been amended, in a counterpart of this Agreement signed on behalf of such party or (B) written evidence manner reasonably satisfactory to the Administrative Agent Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (which may include telecopy transmission of a signed signature page of this as such term is defined in the Intercreditor Agreement) that such party has signed a counterpart under Section 10.4(b)(i) of this Agreement.the Intercreditor Agreement in an amount equal to the amount of the increased Commitments;
(bvi) The Administrative the Deed of Mortgage, dated April 29, 2014, between Tronox Pigments (Holland) B.V. and the Collateral Agent shall have received been amended, in a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall manner reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Agent, to reflect an increase in the maximum amount secured thereby in an amount equal to the amount of the increased Commitments; and
(dvii) The if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall have received a certificateenter into any security documents, dated amendments, confirmations, reaffirmations or other agreements to maintain the Restatement Effective Date and signed by Collateral Agent’s fully perfected First Priority Lien on the PresidentCollateral, a Vice President or a Financial Officer subject to the terms of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Intercreditor Agreement (Revolving Credit Agreement) dated so long as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrowerany Term Loans are outstanding), the lenders party there and JPMorgan Chase Bank, N.A., terms of any Permitted Securitization Intercreditor Agreement (so long as administrative agent, shall become effective in accordance with its any Permitted Securitization is outstanding) or the terms concurrently with the effectiveness of this Amendment and Restatement.
any Permitted Secured Indebtedness Intercreditor Agreement (h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated so long as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions any Permitted Secured Indebtedness is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timeoutstanding).
Appears in 1 contract
Sources: Revolving Syndicated Facility Agreement (Tronox LTD)
Conditions. The consummation of This Amendment (including the transactions amendments set forth in Sections 3 ARTICLE I) and 4 of this Agreement shall be subject to the satisfaction obligations of the following 2023 Replacement Term Lenders to make 2023 Replacement Term Loans shall become effective when all of the conditions precedent:set forth in this ARTICLE IV shall have been satisfied or waived in accordance with Section 16.01 of the Existing Credit Agreement (the date such conditions are satisfied or waived, the “Amendment Date”):
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto 2023 Replacement Term Loan Exchange Lender, each 2023 Post-Closing Option Lender and each 2023 Additional Replacement Term Lender, (ii) from Lenders that constitute Majority Lenders and (iii) from each of the Loan Parties, either (Ax) a counterpart of this Agreement Amendment signed on behalf of such party (or a 2023 Replacement Term Loan Consent) or (By) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy transmission delivery of a signed signature page of this AgreementAmendment by facsimile or other means of electronic transmission (e.g., “pdf”) that such party has signed a counterpart of this AgreementAmendment (or a 2023 Replacement Term Loan Consent).
(b) The Agent shall have received from the Loan Parties a certified copy of (i) the charter documents and by-laws (or equivalent governing documents) of each Loan Party organized in Canada, the United States of America or the United Kingdom (each, an “Applicable Loan Party”); (ii) the resolutions of the board of directors (or any duly authorized committee or other governing body thereof) or of the shareholders, as the case may be, of each Applicable Loan Party approving the repricing of the Term Loans and other matters provided for in this Amendment and approving the entering into of all other related Credit Documents to which they are a party and the completion of all transactions contemplated thereunder; (iii) all other instruments evidencing necessary corporate, company or partnership action of each Applicable Loan Party and of any required Authorization with respect to such matters; and (iv) certifying the names and true signatures of its officers authorized to sign this Amendment and the other Credit Documents manually or by mechanical means; provided that a certificate from each such Applicable Loan Party certifying that there have been no changes to any of the foregoing items or matters since the date of the last certified copies thereof delivered by such Applicable Loan Party in connection with the Existing Credit Agreement shall be deemed to satisfy the condition in this Section 4.01(b).
(c) The Agent shall have received a certificate of status, compliance, good standing or like certificate with respect to each Applicable Loan Party issued by the appropriate government official in the jurisdiction of its incorporation or organization.
(d) Each of the representations and warranties contained in ARTICLE III above shall be true and correct.
(e) The Agent shall have received a certificate, dated as of the Amendment Date and signed by a Responsible Officer of the Borrower, confirming the accuracy of the representations and warranties set forth in ARTICLE III.
(f) The Borrower shall have paid to the Agent, for the ratable account of the Existing Term Lenders immediately prior to Amendment Date, simultaneously with the making of the 2023 Replacement Term Loans, all accrued and unpaid interest on their respective Existing Term Loans to, but not including, the Amendment Effective Date.
(g) The Agent shall have received, to the extent invoiced at least three Business Days prior to the Amendment Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (but excluding any fees, charges and disbursements of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Credit Document on or prior to the Amendment Date (which amounts may be offset against the proceeds of the Term Loans made hereunder).
(h) the Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each reasonably satisfactory opinions of (i) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, special Delaware counsel to the Loan Parties, (ii) Osler, ▇. ▇▇▇▇▇ & Harcourt LLP, special Ontario counsel to the Loan Parties, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of special Nova Scotia counsel to the BorrowerLoan Parties, and (iiiv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special New York and United Kingdom counsel for to the BorrowerLoan Parties, substantially in each case as is relevant to confirm, inter alia, corporate existence, due authorization, non-contravention of other Debt of any Loan Party or any of its Subsidiaries (other than Exempt Immaterial Subsidiaries) which is outstanding in an aggregate principal amount exceeding $125,000,000, execution by the form Applicable Loan Parties and enforceability of Exhibits B-1 and B-2, respectivelythe Amendment, and covering such other matters relating the validity and perfection of the Encumbrances created under the applicable Credit Documents after giving effect to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsAmendment.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(di) The Administrative Agent shall have received a certificate, dated as of the Restatement Effective Amendment Date and signed by the President, a Vice President or a Financial Officer of Open Text attesting to the BorrowerSolvency of Open Text and its Subsidiaries, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreementtaken as a whole.
(ej) The Administrative Agent shall have received all amounts required to be paid by an Accommodation Notice for the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable Accommodation occurring on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Effective Date in accordance with its terms concurrently with the effectiveness delivery requirements under Section 3.02 of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Existing Credit Agreement dated (or such later time as of may be agreed by the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Agent in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timediscretion).
Appears in 1 contract
Sources: Credit Agreement (Open Text Corp)
Conditions. The consummation (a) Conditions Precedent to the Effectiveness of the transactions set forth in Sections 3 Commitments. ------------------------------------------------------------ It is agreed that the respective Commitments of each Loan Participant and 4 the effectiveness of this Agreement shall be is subject to the satisfaction prior to or on the Effective Date of the following conditions precedent:
(ai) The Administrative Agent (following documents shall have been duly authorized, executed and delivered by the respective party or parties thereto, shall each be satisfactory in form and substance to such Loan Participant and shall be in full force and effect and executed counterparts shall have been delivered to such Loan Participant and its counsel:
(1) shall have received from each party hereto either the Mortgage;
(A2) a counterpart copy of this each of the Purchase Agreements certified by the Secretary or an Assistant Secretary of the Borrower as being a true and accurate copy of the same;
(3) the Consent and Agreement signed on behalf of and the Engine Consent and Agreement;
(4) such party or Loan Participant's Loan Certificate; and
(B5) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Remarketing Agreement.
(bii) The Administrative Agent Such Loan Participant shall have received the following, in each case in form and substance satisfactory to it:
(1) a written opinion certified copy of the Articles of Incorporation and Bylaws of the Borrower and a copy of resolutions of the board of directors of the Borrower or the executive committee thereof, certified by the Secretary or an Assistant Secretary of the Borrower, duly authorizing the execution, delivery and performance by the Borrower of this Agreement, the Mortgage and each other document required to be executed and delivered by the Borrower on each Delivery Date in accordance with the provisions hereof and thereof; and
(2) a certificate of the Borrower as to the Person or Persons authorized to execute and deliver this Agreement, the other Operative Documents, and any other documents to be executed on behalf of the Borrower in connection with the transactions contemplated hereby and as to the signature of such person or persons.
(iii) Such Loan Participant shall have received opinions addressed to the Administrative Agent such Loan Participant and the Lenders and dated the Restatement Effective Date) of each of (i) Security Agent from ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Senior Vice President and General Counsel of for the Borrower, and (ii) Fulbright & ▇▇▇▇▇ ▇▇▇▇, special counsel to Borrower, and Kennedy, Covington, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, L.L.P., special North Carolina counsel for the to Borrower, substantially each in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating substance reasonably satisfactory to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsaddressees thereof.
(civ) The Administrative Agent Such Loan Participant shall have received an opinion addressed to such documents Loan Participant and certificates as the Administrative Security Agent or its from counsel may reasonably request relating to the organizationManufacturer, existence and good standing in respect of the Borrower, the authorization of this Boeing Purchase Agreement and the Restated Term Loan Credit Agreement Consent and any other legal matters relating Agreement, in form and substance reasonably satisfactory to the Borrower, this Agreement or the Restated Term addressees thereof.
(v) Such Loan Credit Agreement, all Participant shall have received evidence in form and substance satisfactory to such Loan Participant that the Administrative Agent aggregate amount of Advances in connection with each Aircraft shall be sufficient when paid to the Manufacturer in accordance with the Credit Agreement to satisfy the obligation of the Borrower with respect to all advance payments due and its counselpayable for each such Aircraft under the Boeing Purchase Agreement.
(dvi) Such Loan Participant shall have received evidence in form and substance reasonably satisfactory to such Loan Participant that the rights of any lessee or purchaser of the Aircraft pursuant to any existing contract between the Borrower or any of its Affiliates and such lessee or purchaser shall not conflict with and shall be subordinate to the rights of the Security Agent under the Mortgage.
(vii) Each Senior Loan Participant shall have received executed copies of the Manufacturer Financing Letter and the Midway Letter.
(viii) In respect of Advances paid prior to the Effective Date, any liens over the Mortgage Estate granted by the Borrower to finance such Advances shall be released and terminated.
(ix) A Uniform Commercial Code financing statement or statements covering all the security interests created by or pursuant to the granting clause of the Mortgage shall have been executed and delivered by the Borrower, and such financing statement or statements shall have been duly filed in all places deemed necessary or advisable in the opinion of counsel for the Senior Loan Participants or the Junior Loan Participant, and any additional Uniform Commercial Code financing statements deemed advisable by any Loan Participant or its counsel shall have been executed and delivered by the Borrower and duly filed and all other action shall have been taken as is deemed necessary or advisable, in the opinion of counsel for the Senior Loan Participants or the Junior Loan Participant, to establish and perfect the Security Agent's security interest in each of the Purchase Agreements.
(x) Each Senior Loan Participant shall have received from Vedder, Price, ▇▇▇▇▇▇▇ & Kammholz, special counsel for the Senior Loan Participants, an opinion satisfactory in substance and form to such Senior Loan Participant, as to such matters incident to the transactions contemplated hereby as such Senior Loan Participant may reasonably request.
(xi) The Administrative Security Agent shall have received for account of the Senior Loan Participants the up-front fee specified in Section 3(b). The Security Agent shall disburse to each Senior Loan Participant such up-front fee on such Loan Participant's Maximum Commitment as separately agreed.
(xii) The Rights Offering shall have closed.
(b) Conditions Precedent to the Loan Participants' Participation in --------------------------------------------------------------- each Advance. It is agreed that the respective obligations of each Loan ------------ Participant to lend its Commitment to the Borrower in respect of each Advance (including Advances made by Borrower or a certificatethird-party financier prior to the applicable Borrowing Date) is subject to the satisfaction prior to or on the Borrowing Date for such Advance of the following conditions precedent:
(i) The Security Agent shall have received due notice with respect to the Borrowing Date for such Advance pursuant to Section 2 hereof (or shall have waived such notice either in writing or as provided in Section 2).
(ii) No change shall have occurred after the date of the execution and delivery of this Agreement in applicable law or regulations thereunder or interpretations thereof by appropriate regulatory authorities which, dated in the Restatement Effective Date and signed reasonable opinion of such Loan Participant would make it a violation of law or regulations for such Loan Participant to make its Commitment for such Advance available to acquire its Loan Certificate(s) or to realize the benefits of the security afforded by the PresidentMortgage.
(iii) Each other Loan Participant shall have made available the amount of its Commitment for such Advance in accordance with Section 2(c) hereof (unless Borrower (in the case of Junior Loan Participant or any Senior Loan Participant) or the Junior Loan Participant (as an additional Drawing made by the Junior Loan Participant hereunder, a Vice President or a Financial Officer in the case of any Senior Loan Participant) shall have made available the amount of such unfunded Commitment) and the Borrower shall have paid to the Manufacturer its Cash Contribution in respect of the Borrowerapplicable Aircraft.
(iv) All appropriate action required to have been taken by any governmental or political agency, confirming subdivision or instrumentality of the United States, on or prior to the Delivery Date for such Aircraft in connection with the transaction contemplated by this Agreement shall have been taken, and all orders, permits, waivers, authorizations, exemptions and approvals of such entities required to be in effect on such Borrowing Date in connection with the transaction contemplated by this Agreement shall have been issued, and all such orders, permits, waivers, authorizations, exemptions and approvals shall be in full force and effect on such Borrowing Date.
(v) On such Borrowing Date, (A) the representations and warranties set forth of the Borrower contained in paragraphs Section 7 of this Agreement shall be true and accurate as though made on and as of such date except to the extent that such representations and warranties relate solely to an earlier date (ain which case such representations and warranties shall be true and accurate on and as of such earlier date), (B) no event shall have occurred and be continuing which constitutes (or would, with the passage of time or the giving of notice or both, constitute) an Event of Default, and (bC) since December 31, 1999 there shall have been no material and adverse change in the financial or operational condition of Section 5 of this Agreementthe Borrower.
(evi) No action or proceeding shall have been instituted nor shall governmental action be threatened before any court or governmental agency, nor shall any order, judgment or decree have been issued or proposed to be issued by any court or governmental agency at the time of such Borrowing Date to set aside, restrain, enjoin or prevent the completion and consummation of this Agreement or the transaction contemplated hereby.
(vii) The Administrative Security Agent shall have received all amounts required to be paid by for the Borrower pursuant to account of the Senior Loan Participants the commitment fees specified in Section 3 hereof.
(f3(b) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective such Borrowing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) . The Administrative Security Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated distribute to each Senior Loan Participant such commitment fee as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementseparately agreed.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 through 5 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto the Borrower and the Required Restatement Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Day, General Counsel of counsel for the Borrower, and substantially in the form of Exhibit B-1, (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, Chtd., Nevada local counsel for the Borrower, substantially in the form of Exhibits B-1 Exhibit B-2 and B-2(iii) Egerton, respectively▇▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Tennessee local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Required Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the representations and warranties conditions set forth in paragraphs (a), (b) and (bc) of Section 5 4.02 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Original Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Borrower hereunderRestatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by the Collateral Agreement.
(g) The Administrative Agent shall be satisfied have received evidence that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as insurance required by Section 5.07 of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective Security Documents is in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementeffect.
(h) The terms and conditions of the Debt Tender Offer shall be reasonably satisfactory in all material respects to the Administrative Agent. On the Restatement Effective Date, the Borrower shall purchase not less than a majority of the outstanding principal amount of the 2008 Subordinated Notes in accordance with the Debt Tender Offer Materials, without giving effect to any amendment or waiver thereof not approved by the Administrative Agent. The Supplemental Indenture to the 2008 Subordinated Notes Indenture contemplated by the Debt Tender Offer, in the form previously approved by the Administrative Agent, shall have been executed and delivered and be in full force and effect. The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, stating the aggregate principal amount of 2008 Subordinated Notes outstanding after the purchase of 2008 Subordinated Notes tendered (and not withdrawn) in the Debt Tender Offer.
(i) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as Borrower has received final senior secured credit ratings from each of Moody's and Standard & Poor's, giving pro forma effect to the date hereofRestatement Transactions and the Nashville Acquisition, among the Borrowerwhich ratings shall be at least Ba3 and B+, the lenders party there and JPMorgan Chase Bankrespectively, N.A.from such agencies, as administrative agent, shall become effective with stable outlook in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementeach case.
(ij) The Administrative Agent A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall have received all documentation been executed and other information reasonably requested delivered by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Acteach party thereto. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 through 5 of this Agreement and the obligations of the Tranche C Lenders to make Tranche C Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 7 below) at or prior to 3:00 5:00 p.m., New York City time, on August 3May 7, 2007 2003 (and, in the event such conditions are not so satisfied or waived, this Agreement the Tranche C Commitments shall terminate at such time).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Cumulus Media Inc)
Conditions. The consummation Borrower shall have the option to extend the term of the transactions set forth in Sections 3 and 4 Loan from the Maturity Date (for purposes of this Agreement shall be subject Section, “Original Maturity Date”), to April 1, 2012 (the “First Extended Maturity Date”), upon satisfaction of each of the following conditions precedent:
(ai) The Borrower shall provide Administrative Agent with written notice of Borrower’s request to exercise the First Option to Extend not more than ninety (or its counsel90) days but not less than thirty (30) days prior to the Original Maturity Date; and
(ii) As of the date of Borrower’s delivery of notice of request to exercise the First Option to Extend, and as of the Original Maturity Date, no Default shall have received occurred and be continuing, and no event or condition which, with the giving of notice or the passage of time or both, would constitute a Default shall have occurred and be continuing, and Borrower shall so certify in writing; and
(iii) Borrower shall execute or cause the execution of all documents reasonably required by Administrative Agent to exercise the First Option to Extend (including, without limitation, an amendment to the Deed of Trust) and shall deliver to Administrative Agent, at Borrower’s sole cost and expense, such title insurance endorsements reasonably required by Administrative Agent; and
(iv) Intentionally Deleted.
(v) There shall have occurred no material adverse change, as determined by Administrative Agent in its sole discretion, in the financial condition of Borrower, any Guarantor, or any indemnitor from each party hereto either that which existed as of the later of: (A) a counterpart of this Agreement signed on behalf of such party the Effective Date; or (B) written evidence satisfactory the date upon which the financial condition of such party was first represented to Administrative Agent; and
(vi) On or before the Original Maturity Date, Borrower shall pay to Administrative Agent for the ratable benefit of Lenders an extension fee in the amount of TEN THOUSAND AND NO/100THS DOLLARS (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.$10,000.00); and
(bvii) The Improvements shall be 100% complete and Administrative Agent shall have received a written opinion (addressed an endorsement to the Title Policy (forms 110.5 or other form designated by Administrative Agent Agent) in form and content satisfactory to Administrative Agent; and
(viii) As of the Lenders date of Borrower’s delivery of notice of request to exercise the First Option to Extend, the Property shall have achieved a Constant Carried Ratio of 9.75%. “Constant Carried” means Net Operating Income for the six (6) full calendar months immediately preceding the applicable test date, multiplied by two (2), divided by the outstanding principal amount of the Loan. “Net Operating Income” means the Borrower’s Net Operating Income for such period as reported on Borrower’s prepared profit and dated loss statement, which shall be prepared consistent with GAAP standards. Notwithstanding that the Restatement Effective Datemanagement fee to be paid under the Management Agreement is equal to seven percent (7%) of each Gross Revenues (as defined in the Management Agreement), for purposes of this definition, Net Operating Income shall be calculated using a management fee equal to five percent (i5%) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇of such Gross Revenues; provided, General Counsel however, that (1) Borrower shall not pay a management fee in excess of 5% unless Borrower is in compliance with Section 9.16 of the BorrowerLoan Agreement, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Management Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received include a certificate, dated the Restatement Effective Date and signed subordination by the President, manager of any fee in excess of 5% on a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently basis consistent with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (limitation; and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Building Loan Agreement (Sunrise Senior Living Inc)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:precedent (such date on which such conditions are satisfied being the “Effective Date”), unless specifically waived by Agent and Lenders.
(a) The Administrative Agent (or its counsel) shall have received from all of the following documents, each party hereto either document (Aunless otherwise indicated) being dated the date hereof, duly authorized, executed and delivered by the parties thereto, and in form and substance reasonably satisfactory to Agent and Lenders:
(i) this Amendment;
(ii) that certain First Amendment to Pledge and Security Agreement dated as of June ___, 2007 between Borrower and Agent.
(iii) a counterpart certified copy of the resolutions of the Directors of the Borrower authorizing the execution, delivery and performance of this Agreement signed on behalf Amendment and any and all other Loan Documents executed by the Borrower in connection therewith, along with a certificate of incumbency certified by the secretary of the Borrower with specimen signatures of the officers of the Borrower who are authorized to sign such party or documents (B) written evidence satisfactory such certificates of incumbency to the Administrative Agent be bring down certificates of incumbency for Borrower);
(which may include telecopy transmission of a signed signature page of this Agreementiv) that certain Reaffirmation of Loan Documents, dated as of June ___, 2007 among Borrower, Agent and Lenders;
(v) an executed copy of (i) the First Amendment to Preferred Fleet Mortgage, Covering the Vessel SUPERIOR ENDEAVOR, Official Number 1646 and (ii) the First Amendment to Preferred Fleet Mortgage, Covering the Vessels GULF DIVER III, Official Number 576020, GULF DIVER IV, Official Number 553457, GULF DIVER V, Official Number 555837 and GULF DIVER VI, Official Number 589812;
(vi) such party has signed a counterpart of this Agreementadditional documents, instruments and information as Agent or Lenders or their legal counsel may reasonably request.
(b) The Administrative Agent shall have received a written opinion (addressed to closing fee in the Administrative Agent amount of $45,000, which shall be fully earned, nonrefundable and payable on the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent representations and warranties contained in the Credit Agreement and/or in the other Loan Documents in each case, as Modified (hereinafter defined) hereby and as contained herein shall have received be true and correct as of the Effective Date as if made on such documents and certificates as the Administrative Agent or its counsel may reasonably request relating date, except to the organization, existence extent such representations and good standing of warranties (i) relate to any matter with respect to which written notice has been given to Agent and/or Lenders by Loan Parties pursuant to and in accordance with the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.(ii) which by their terms expressly speak as of an earlier date;
(d) The Administrative Agent No Default or Event of Default shall have received a certificate, dated the Restatement Effective Date occurred and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreementbe continuing.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective All corporate proceedings taken in accordance with its terms concurrently connection with the effectiveness of transactions contemplated by this Amendment and Restatement.
(h) The Administrative Agent all documents, instruments and other legal matters incident thereto shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereofreasonably satisfactory to Agent, among the Borrower, the lenders party there Lenders and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementtheir legal counsel.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (Superior Offshore International Inc.)
Conditions. The consummation This Amendment shall become effective on the date (the "AMENDMENT EFFECTIVE DATE") as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction which each of the following conditions precedentprecedent shall have been satisfied in a manner satisfactory to the Bank:
(a) The Administrative Agent (or its counsel) Bank shall have received from the following documents, each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent Bank:
(i) this Amendment, duly executed by the Borrowers;
(ii) the Fourth Amended and Restated Revolving A Note, dated the Amendment Effective Date, in substantially the form attached hereto as ANNEX B, made by the Borrowers to the order of the Bank and in the original principal amount of $65,000,000 (the "NEW NOTE"); and
(iii) Federal Reserve Form U-1 provided for in Regulation U issued by the Board of Governors of the Federal Reserve System, the statements made in which shall be such, in the opinion of the Bank, as to permit the transactions contemplated hereby in accordance with such Regulation;
(iv) UCC Financing Statement Amendment, amending Schedule A to UCC-1 Financing Statement to reflect the pledge by the Pledgor of the Additional Collateral;
(v) certified copies of requests for copies or information on Form UCC-11 or other recent UCC search results, listing all effective financing statements which name a Borrower as debtor, together with search results with respect to judgment and tax liens searches and copies of such financing statements and any other lien, none of which, except as otherwise agreed to in writing by the Bank, shall cover any of the Collateral;
(vi) the original stock certificates representing 100% of the Pledged Shares that are not subject to the BA Control Agreement and 15 undated stock powers executed in blank and other proper instruments of transfer for the stock certificates pledged by the Pledgor to the Bank;
(vii) an issuer's letter from Triarc with respect to the pledge of the Pledged Shares by the Pledgor;
(viii) an irrevocable letter, duly executed by the Pledgor, authorizing the payment of all dividends payable on the Pledged Shares directly to the Bank without further consent from the Pledgor;
(ix) a certified copy of each Registration Rights Agreement, if any, together with any consent from Triarc that the Bank may reasonably require in order to enjoy the benefits of any Registration Rights Agreement in respect of the Pledged Shares;
(x) a restricted securities statement, duly executed by the Pledgor;
(xi) an opinion, dated the Amendment Effective Date, of the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to the Borrowers, ▇▇ form and substanc▇ ▇▇▇▇▇nab▇▇ ▇▇▇▇▇factory to the Bank and its counsel;
(xii) the BA Control Agreement, duly executed by the Securities Intermediary, the Bank and the Pledgor; and
(xiii) such other agreements, instruments, opinions and other documents as the Bank may reasonably request.
(db) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent Bank shall have received all fees and other amounts due and payable on or prior to the Restatement Effective DateBank, including, without limitation, the Commitment Fee referred to in Section 4 hereof and all legal fees, costs and expenses of the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by Bank in connection with the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there other related agreements and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementdocuments.
(i) The Administrative Agent shall have received all documentation representations and other information reasonably requested warranties by it to satisfy the requirements each Borrower contained in this Section 5 of bank regulatory authorities under applicable “know your customer” this Amendment and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders in Article IV of the Restatement Effective DateCredit Agreement, as amended hereby, and such notice shall be conclusive of each Loan Party in each other Loan Document and binding. Notwithstanding certificate or other writing delivered to the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at Bank pursuant hereto or thereto on or prior to 3:00 p.m.the date hereof are true and correct in all material respects on and as of such date as though made on and as of such date, New York City timeexcept to the extent that any such representation and warranty expressly relates solely to an earlier date (in which case such representation and warranty shall be true and correct on and as of such earlier date); (ii) no Event of Default or Default has occurred and is continuing or would result from the effectiveness of this Amendment; and (iii) since the date of the Credit Agreement, on August 3, 2007 (and, no material adverse change in the event operations, condition (financial or otherwise), business, assets, income or prospects of such conditions are not so satisfied or waivedBorrower has occurred and is continuing, this Agreement shall terminate at such time)except as previously disclosed in writing to the Bank and consented to in writing by the Bank.
Appears in 1 contract
Sources: Pledge and Security Agreement (Triarc Companies Inc)
Conditions. The consummation of This Amendment shall become effective on the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction date each of the following conditions precedent:have been met (such date, the “Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) this Amendment shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to been executed and delivered by Agent, the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ identified on the signature pages hereof, the Voting Participant(s) identified on the signature pages hereof, and ▇. ▇▇▇▇▇▇▇▇, General Counsel and acknowledged by the Guarantor(s);
(b) Agent shall have received that certain Omnibus Amendment and Reaffirmation Agreement dated as of the Borrowerdate hereof (the “Omnibus Amendment”), and (ii) duly executed by ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectivelyGuarantors, and covering such other matters relating Agent, in form and substance reasonably satisfactory to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.Agent;
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit certain Patent Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent;
(d) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent;
(e) Agent shall have received (i) a duly-executed copy of that certain fee letter, dated as of the date hereof (the “Eighth Amendment Fee Letter”), among Borrowers and Agent, in form and substance reasonably satisfactory to Agent, and (ii) payment in immediately available funds of the Borrowerfees set forth in the Eighth Amendment Fee Letter that are due and payable on the date hereof;
(f) Term Loan Sub-Agent shall have received (i) a duly-executed copy of that certain fee letter, dated as of the lenders party there date hereof (the “Eighth Amendment Term Loan Sub-Agent Fee Letter”), among Boise Cascade and JPMorgan Chase BankAmerican AgCredit, N.A.PCA, in form and substance reasonably satisfactory to Term Loan Sub-Agent, and (ii) payment in immediately available funds of the fees set forth in the Eighth Amendment Term Loan Sub-Agent Fee Letter that are due and payable on the date hereof;
(g) Agent shall have received a certificate from the Secretary of each Loan Party dated as administrative agentof the date hereof (i) certifying the resolutions of such Loan Party authorizing its execution, shall become effective in accordance with its terms concurrently with the effectiveness delivery, and performance of this Amendment and Restatement.the other Loan Documents to which such Loan Party is a party as true, complete, and correct on the date hereof; (ii) authorizing specific officers of such Loan Party to execute this Amendment and the other Loan Documents to which such Loan Party is a party; (iii) attesting to the incumbency and signatures of such specific officers of such Loan Party; and (iv) certifying such Loan Party’s Governing Documents as true, complete, and correct and as (x) in effect on the date hereof and
(y) not having been amended, restated, supplemented, or modified in any respect on the date hereof;
(h) Agent shall have received a certificate of status with respect to each Loan Party, dated within 10 days of the Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction;
(i) The Administrative Agent shall have received all certificates of status with respect to each Loan Party, each dated within 30 days of the Amendment Effective Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of such Loan Party) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that such Loan Party is in good standing in such jurisdictions;
(j) Agent shall have received an opinion from ▇▇▇▇▇▇▇ Coie LLP, counsel to the Loan Parties, in form and substance reasonably satisfactory to Agent;
(k) Agent shall have received, and be reasonably satisfied with, any documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot Act. The Administrative Agent shall notify the Borrower Act and the Lenders of Beneficial Ownership Regulation; and
(l) At least one Business Day prior to the Restatement Amendment Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party in form and substance reasonably satisfactory to such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Lender.
Appears in 1 contract
Sources: Credit Agreement (BOISE CASCADE Co)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement This Amendment shall be subject to the satisfaction effective once each of the following conditions precedenthave been delivered to Administrative Agent:
(a) The this Amendment executed by Borrower, Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to Agent, and the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Lenders;
(b) The Administrative Agent shall have received the Guarantors’ Consent and Agreement attached to this Amendment executed by Guarantors;
(c) a written opinion (addressed replacement Revolving Credit Note by Borrower and payable to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially Bank in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Revolving Committed Amount (after giving effect to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Amendment);
(d) The Administrative Agent shall have received an officer’s certificate of Borrower, certifying that (i) the resolutions of the Board of Directors of Borrower and each other Loan Party that is a certificate, dated legal entity approving the Restatement Effective Date and signed transactions contemplated by the PresidentCredit Agreement adopted by the Board of Directors electronically and certified by the Secretary of Borrower on February 28, 2020 are still in full force and effect and have not been repealed, amended or changed, (ii) the incumbency certificate of Borrower and each other Loan Party that is a Vice President or a Financial Officer of the Borrowerlegal entity has not changed since February 28, confirming 2020, (iii) the representations and warranties of each Loan Party set forth in paragraphs (a) each Loan Document to which it is a party are true and correct in all material respects on and as of the Seventh Amendment Effective Date and (biv) of Section 5 of after giving effect to this Agreement.Amendment, no Default has occurred and is continuing;
(e) The a Security Agreement by Borrower in favor of Administrative Agent shall have received all amounts required (or a written amendment to be paid a previously executed and presently effective Security Agreement by Borrower in favor or Administrative Agent) covering the account(s) with Administrative Agent and Cash Collateral contained therein to satisfy the Cash Collateralization Requirement with evidence that Borrower pursuant to Section 3 hereof.has satisfied the Cash Collateralization Requirement for LCs that are issued and outstanding on and as of the Seventh Amendment Effective Date;
(f) The such other documents as Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.may reasonably request; and
(g) The payment by Borrower of all agreed fees and expenses of Administrative Agent shall be satisfied that and the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, Lenders in connection with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)contemplated hereby.
Appears in 1 contract
Conditions. The consummation Borrower shall be permitted to sell and assign (the “Signage Sale”) all of the transactions signage rights (the “Signage Collateral”) at the Premises during the period from the Closing Date to the date which is the third (3rd) anniversary of the Closing Date, provided all of the following conditions have been satisfied:
(i) no Event of Default or Default exists and is continuing at the time of the Signage Sale notice or on the date of the Signage Sale;
(ii) Agent shall have received from Borrower at least thirty (30) days prior written notice of the date proposed for the Signage Sale, which date shall be a Payment Date;
(iii) Borrower shall remit to Agent an amount (the “Signage Release Prepayment”) which is not less than $50,000,000 (“Minimum Signage Release Prepayment Amount”);
(iv) Borrower shall pay to Agent all sums then due and payable under the Notes, this Loan Agreement, the Mortgage and the other Loan Documents;
(v) Borrower shall submit to Agent, not less than fifteen (15) Business Days prior to the date of such Signage Sale, a partial release of Lien (and related Loan Documents) for the Signage Collateral for execution by Agent. Such release shall be in a form appropriate in the jurisdiction in which the Signage Collateral is located and reasonably satisfactory to Agent. In addition, Borrower shall provide all other documentation Agent reasonably requires to be delivered by Borrower in connection with such release, including evidence (including such endorsement to the title policies obtained in connection with the Mortgage at the Closing as Agent may require) that such documentation (A) is in compliance with all applicable legal requirements, (B) will effect such partial release in accordance with the terms of this Loan Agreement, and (C) will not impair or otherwise adversely affect the Liens, security interests and other rights of Agent or the Lenders under the Loan Documents and (D) after giving effect to such Signage Sale, the representations set forth in Sections 3 5.14, 5.16, 5.18 and 4 of this Agreement shall be 5.31, are true and correct with respect the Premises not subject to the satisfaction Signage Sale;
(vi) After giving effect to such Signage Sale and application of the proceeds thereof as set forth in subsection (c) below, the Debt Yield following conditions precedent:any release of the Signage Collateral shall not be less than the greater of (i) the Debt Yield immediately prior to such release, as reasonably determined by Agent, or (ii) 11%;
(avii) The Administrative After giving effect to such Signage Sale and application of the proceeds thereof as set forth in subsection (c) below, the Loan-to-Value Ratio for the Premises then remaining, based on an Appraisal or Appraisal Update dated within ninety (90) days prior the Signage Sale, shall not be greater than be the lesser of (i) the Loan-to-Value Ratio immediately prior to such Signage Sale, or (ii) 60%;
(viii) Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended matters referred to in clauses (v) and Restated Revolving Credit Agreement dated as (vi) (y) statements of October 6the net operating income and debt service (both on a consolidated basis and separately for the applicable Signage Collateral to be released for the applicable measuring period and (z) based on the foregoing statements of net operating income and debt service, 2004calculations of the Debt Service Coverage Ratio, as previously amended Loan to Value Ratio and restated as Debt Yield both with and without giving effect to the proposed Signage Sale, accompanied by an authorized officer’s certificate of November 5Borrower that such statements, 2004 calculations and March 22information are true, 2006, among the correct and complete in all material respects;
(ix) Borrower, the lenders party there at its sole cost and JPMorgan Chase Bank, N.A., as administrative agentexpense, shall become effective have delivered to Agent one or more endorsements to the Title Policy delivered to Agent on the date hereof in accordance with its terms concurrently connection with the effectiveness of this Amendment Mortgage insuring that, after giving effect to such Signage Sale, (x) the Lien created by the Mortgage and Restatement.insured thereby is a first priority Lien on the remaining Mortgaged Property subject only to the Permitted Exceptions applicable to the remaining Mortgaged Property and (y) that the Title Policy is in full force and effect and unaffected by such Signage Sale;
(hx) The Administrative Borrower shall pay all reasonable costs and expenses of Agent in connection with the Signage Sale;
(xi) the proposed Signage Sale shall not constitute a default under the Ground Leases, and the prior consent of the Ground Lessors shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective obtained in accordance with its terms concurrently connection with the effectiveness of this Amendment and Restatement.Signage Sale; and
(ixii) The Administrative Agent Borrower shall have received delivered to Agent an officer’s certificate confirming the matters referred to in clause (x) above and certifying that all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and conditions precedent for such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth Partial Release contained in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)have been satisfied.
Appears in 1 contract
Conditions. The consummation of This Amendment shall become effective on the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction date each of the following conditions precedent:have been met (such date, the “Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) this Amendment shall have received from each party hereto either (Abeen executed and delivered by Agent, the Lenders identified on the signature pages hereof, the Voting Participant(s) a counterpart of this Agreement signed identified on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.pages hereof, and Borrowers, and acknowledged by the Guarantor(s);
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, that certain Assignment and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Acceptance Agreement dated as of the date hereof, among duly executed by PNC Bank, National Association, as 127062607_7 assignor, and ▇▇▇▇▇ Fargo Capital Finance, LLC, as assignee, and acknowledged and accepted by Agent, in form and substance reasonably satisfactory to Agent and (ii) evidence satisfactory to Agent of payment of the BorrowerPurchase Price (as defined therein), if any;
(c) Agent shall have received (i) that certain Master Assignment and Acceptance Agreement dated as of the lenders party there date hereof, duly executed by ▇▇▇▇▇ Fargo Capital Finance, LLC, as assignor, and JPMorgan Chase each of Zions Bancorporation, N.A. DBA Zions First National Bank and Citizens Bank, N.A., each as administrative agentassignee, and acknowledged and accepted by Agent and Administrative Borrower, in form and substance reasonably satisfactory to Agent and (ii) evidence satisfactory to Agent of payment of the Purchase Price (as defined therein), if any;
(d) Agent shall become effective have received that certain Omnibus Amendment and Reaffirmation Agreement dated as of the date hereof (the “Omnibus Amendment”), duly executed by Borrowers, Guarantors, and Agent, in accordance with form and substance reasonably satisfactory to Agent;
(e) Agent shall have received that certain Patent Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent;
(f) Agent shall have received that certain Trademark Security Agreement dated as of the date hereof, duly executed by each of the Grantors identified on the signature pages thereof, in form and substance reasonably satisfactory to Agent;
(g) Agent shall have received (i) a duly-executed copy of that certain fee letter, dated as of the date hereof (the “Sixth Amendment Fee Letter”), among Borrowers and Agent, in form and substance reasonably satisfactory to Agent, and (ii) payment in immediately available funds of the fees set forth in the Sixth Amendment Fee Letter that are due and payable on the date hereof;
(h) Agent shall have received a certificate from the Secretary of each Loan Party dated as of the date hereof (i) certifying the resolutions of such Loan Party authorizing its terms concurrently with the effectiveness execution, delivery, and performance of this Amendment and Restatement.
the other Loan Documents to which such Loan Party is a party as true, complete, and correct on the date hereof; (iii) The Administrative Agent shall have received all documentation and other information reasonably requested by it authorizing specific officers of such Loan Party to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower execute this Amendment and the Lenders other Loan Documents to which such Loan Party is a party; (iii) attesting to the incumbency and signatures of the Restatement Effective Datesuch specific officers of such Loan Party; and (iv) certifying such Loan Party’s Governing Documents as true, complete, and such notice shall be conclusive correct and binding. Notwithstanding as (x) in effect on the foregoingdate hereof and (y) not having been amended, restated, supplemented, or modified in any respect on the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).date hereof;
Appears in 1 contract
Sources: Credit Agreement (BOISE CASCADE Co)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Incremental Facility Closing Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from the Borrower, each party hereto either Subsidiary Guarantor, each Additional Lender and the Administrative Agent an executed counterpart hereof or other written confirmation (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence in form satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this AgreementAgent) that such party has signed a counterpart of this Agreement.hereof;
(b) The Administrative Agent shall have received a written opinion the representations and warranties set forth in clauses (addressed to the Administrative Agent a) and the Lenders and dated the Restatement Effective Date(b) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel Section 3 above shall be true and correct as of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.date hereof;
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Incremental Facility Closing Date and signed by the President, a Vice President or a Financial Officer of the BorrowerResponsible Officer, confirming the accuracy of the representations and warranties set forth in paragraphs Section 3 above;
(ad) the Borrower shall have paid to each Additional Lender, for its own account, a fee as separately agreed in writing between the Borrower and (b) of Section 5 of this Agreement.such Additional Lender;
(e) The any fees and expenses owing by the Borrower to the Administrative Agent (or its affiliates) in connection herewith and invoiced to the Borrower in reasonable detail prior to the date hereof shall have been paid in full;
(f) the Administrative Agent shall have received such certificates, resolutions or other documents of the Loan Parties as the Administrative Agent may reasonably require in connection herewith, including all amounts required documents and certificates it may reasonably request relating to be paid by (i) the Borrower pursuant organization, existence and good standing of each Loan Party, (ii) the corporate or other authority for and validity of this Agreement and (iii) the incumbency of the officers of each Loan Party executing this Agreement, and other matters relevant hereto, all in form and substance reasonably satisfactory to Section 3 hereof.the Administrative Agent and the Additional Lenders;
(fg) The the Administrative Agent shall have received all fees and other amounts due and payable on or prior a written opinion of ▇▇▇▇▇ Day, counsel to the Restatement Effective DateBorrower and its Subsidiaries, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect in form and substance reasonably satisfactory to the Amended Administrative Agent and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.Additional Lenders; and
(h) The Administrative Agent the Additional Lenders shall be satisfied that the 364-Day Revolving Credit Agreement dated as have received, sufficiently in advance of the date hereofIncremental Facility Closing Date, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot United States PATRIOT Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Incremental Amendment and Joinder Agreement (Verint Systems Inc)
Conditions. The consummation of the transactions set forth in Sections 3 This Second Amendment shall become effective and 4 of this Agreement each 2019 Incremental Revolving Lender shall be subject required to make its 2019 Incremental Revolving Credit Commitment available to the Borrower, and such 2019 Incremental Revolving Credit Commitments shall become effective, immediately upon the satisfaction of the following conditions precedent:(the date on which the conditions are satisfied, the “Second Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a duly executed counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to Second Amendment from the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgent, the 2019 Incremental Revolving Lenders, the Loan Parties and the Issuing Banks.
(b) The Administrative Agent Borrower shall have received a written opinion paid (addressed i) all reasonable and documented expenses and other compensation payable to the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and to the Lenders and dated extent invoiced at least three Business Days prior to the Restatement Second Amendment Effective Date, and (ii) the Commitment Fee under and as defined in the Fee Letter, dated as of each of (i) August 28, 2019, between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of Credit Suisse and the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.;
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing (i) a certificate of the Borrower, dated the authorization Second Amendment Effective Date, executed by a Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and complete copy of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to certificate or articles of incorporation, formation or organization of the Borrower, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of the Borrower attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of the Borrower, together with all amendments thereto as of the Second Amendment Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect and (z) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of this Agreement Second Amendment and the Transactions, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and bear the Restated Term signatures of the officers, managers, directors or other authorized signatories of the Borrower who are authorized to sign the Loan Credit AgreementDocuments to which the Borrower is a party on the Second Amendment Effective Date, all and (ii) a good standing certificate for the Borrower and each Loan Guarantor organized under the laws of Delaware and New York from the Secretary of State of the jurisdiction in form and substance satisfactory to the Administrative Agent and its counsel.which they are organized;
(d) The Administrative Agent shall have received a certificate, certificate dated the Restatement Second Amendment Effective Date and signed Date, executed by the President, a Vice President or a Financial Responsible Officer of the Borrower, confirming Borrower certifying:
(i) as to the satisfaction of the condition set forth in clause (f) of this Section 4;
(ii) that each of the representations and warranties set forth of the Loan Parties and each Lighthouse Common Equity Holder contained in paragraphs Article 3 of the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Second Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, they are true and correct in all material respects as of such date or for such period; provided, however, that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (aafter giving effect to any qualification therein) and in all respects on such respective dates or for such periods; and
(biii) that the aggregate principal amount of Section 5 of this Agreementthe 2019 Incremental Revolving Credit Commitments made on the Second Amendment Effective Date does not exceed the Incremental Cap.
(e) The Administrative Agent shall have received all amounts required to be paid by a customary written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Borrower pursuant and each other Loan Party dated the Second Amendment Effective Date and addressed to Section 3 hereof.the Administrative Agent and the 2019 Incremental Revolving Lenders;
(f) The Administrative Agent shall have received all fees At the time of and other amounts due immediately after giving effect to this Second Amendment and payable on the making of the 2019 Incremental Revolving Credit Commitments, no Event of Default exists or will result therefrom; and
(g) At least three Business Days prior to the Restatement Second Amendment Effective Date, includingif the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, then, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it the 2019 Incremental Revolving Lenders at least five Business Days prior to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Second Amendment Effective Date, and such notice the Borrower shall be conclusive and binding. Notwithstanding deliver to the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 Administrative Agent a certification regarding its beneficial ownership (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timea “Beneficial Ownership Certification”).
Appears in 1 contract
Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto of Holdings, the Borrower and the Restatement Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and Exhibit B-1, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ P.L.C., Arizona local counsel for the Borrower, substantially in the form of Exhibit B-2, respectivelyand (iii) ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Rhode Island local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other customary legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Each of the conditions set forth in Section 4.02 of the Restated Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the representations and warranties conditions set forth in paragraphs (a) and (b) of Section 5 4.02 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoicedinvoiced in writing at least one Business Day prior to the Restatement Effective Date, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Borrower hereunderRestatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by the Restated Credit Agreement, (iii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any supplements thereto), after giving effect to the Restatement Transactions, and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement and (iv) (A) amendments to each Mortgage with respect to each Mortgaged Property providing that the Term Loans (in addition to the other Obligations) shall be secured by a Lien on each such Mortgaged Property, (B) endorsements to existing policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as amended so remains a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02 of the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Restatement Lenders may reasonably request and (C) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent or the Restatement Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property.
(g) The Administrative Agent A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall be satisfied that the Amendment have been executed and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders delivered by each party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementthereto.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there Lenders and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent Term Lenders shall have received received, to the extent requested, all documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot USA PATRIOT Act. The Administrative Agent shall notify the Borrower and the Restatement Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement and the obligations of the Term Lenders to make Term Loans and the Revolving Commitments of the Revolving Lenders provided for herein shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 5:00 p.m., New York City time, on August 3February 6, 2007 2006 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (On Semiconductor Corp)
Conditions. The consummation effectiveness of the transactions set forth in Sections 3 and 4 Article 2 of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:precedent on or before July 12, 2001 (the "Closing Date"):
(a) The Administrative Agent (or its counsel) shall have received a favorable written opinion from each party counsel to the Borrower and the Material Restricted Subsidiaries, dated the Closing Date and addressed to the Lenders and satisfactory to Jenkens & ▇▇▇▇▇▇▇▇▇, a Professional Corporation, counsel for the Administrative Agent, to the effect set forth in Exhibit C hereto either (A) a counterpart of this Agreement signed on behalf of and the Borrower hereby instructs its counsel to deliver such party or (B) written evidence satisfactory opinion to the Administrative Agent (which may include telecopy transmission for the benefit of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementthe Lenders).
(b) The Administrative Agent shall have received received: (i) a written opinion certificate as to the good standing of the Borrower as of a recent date from such Secretary of State; (addressed ii) a certificate of the Secretary or an Assistant Secretary of the Borrower dated the Closing Date and certifying (A) that the Borrower's bylaws previously certified to the Administrative Agent under the Assistant Secretary's Certificate dated July 29, 1999 remain in full force and effect on and as of the Lenders Closing Date without further modifications or amendments in any respect; (B) attached thereto is a true and complete copy of resolutions, duly adopted by the Board of Directors authorizing the execution, delivery and performance of this Amendment and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Articles of Incorporation dated January 12, 2001 previously delivered to the Restatement Effective DateAdministrative Agent in January 2001 remain in full force and effect on and as of the Closing Date without further modifications or amendments in any respect; and (D) as to the incumbency and specimen signature of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel officer executing this Agreement or any other document delivered in connection herewith on behalf of the Borrower, ; (iii) a certificate of another officer of the Borrower as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 above; and B-2, respectively, and covering (iv) such other matters relating to documents as the Borrower, this Agreement, the Restated Term Loan Credit Agreement Lenders or the transactions contemplated hereby or thereby as the Administrative Agent Agent, shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Closing Date and signed by the President, a Vice President or a Senior Financial Officer of the Borrower, Borrower confirming compliance with the representations and warranties conditions precedent set forth in paragraphs (ab) and (bc) of Section 5 4.01 of this the Credit Agreement.
(d) The Agents shall have received all Fees and other amounts due and payable on or prior to the Closing Date.
(e) The Administrative Agent shall have received (i) a copy of the certificate of incorporation, including all amounts required to be paid amendments thereto, of each Material Restricted Subsidiary, certified as of a recent date by the Borrower Secretary of State of its state of incorporation, and a certificate as to the good standing of such Material Restricted Subsidiary as of a recent date from such Secretary of State; (ii) a certificate of the Secretary or an Assistant Secretary of each Material Restricted Subsidiary dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the by-laws of such Material Restricted Subsidiary as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions, duly adopted by the Board of Directors authorizing the execution, delivery and performance of the Subsidiary Guaranty, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate of incorporation referred to in clause (i) above has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 3 hereofsuch clause (i) and (D) as to the incumbency and specimen signature of each officer executing the Subsidiary Guaranty or any other document delivered in connection herewith on behalf of such Material Restricted Subsidiary; (iii) a certificate of another officer of each Material Restricted Subsidiary as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above; and (iv) such other documents as the Lenders or the Administrative Agent, shall reasonably request.
(f) The Administrative Agent shall have received evidence that all fees and other amounts due and payable on Persons who have the benefit of the provisions similar or prior substantially similar to the Restatement Effective Dateterms of Section 5.06 of the Credit Agreement (including without limitation, including, the holders of the notes under the Senior Note Purchase Agreements) shall have consented to the extent invoiced, reimbursement terms of this Amendment and any consent or payment of all out-of-pocket expenses required amendment executed in connection therewith must be in form and substance acceptable to be reimbursed or paid by the Borrower hereunderAdministrative Agent.
(g) The Administrative Agent As of the Closing Date, all representations and warranties contained in the Credit Agreement (as amended hereby) shall be satisfied that the Amendment true, correct, and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect complete in all material respects except for representations specifically relating to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.a prior date;
(h) The Administrative Agent No Default or Event of Default shall have occurred and be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective continuing;
(i) All corporate proceedings taken in accordance with its terms concurrently connection with the effectiveness of transactions contemplated by this Amendment and Restatement.all other agreements, documents, and instruments executed and/or delivered pursuant hereto, and all legal matters incident thereto, shall be satisfactory to the Administrative Agent and its legal counsel;
(ij) Payment or reimbursement to the Lenders, and the Agents of all outstanding expenses, fees and other costs incurred by, or due to, the Lenders, and the Agents for which such entity has presented an invoice to the Borrower prior to the Closing Date; and
(k) The Administrative Agent shall have received all documentation such additional agreements, certificates, documents, instruments and other information reasonably requested by it to satisfy as the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of or its legal counsel may request to effect the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)contemplated hereby.
Appears in 1 contract
Sources: 364 Day Revolving Credit Facility Agreement (Lennox International Inc)
Conditions. The consummation Incremental Commitments shall become effective as of the transactions Increase Effective Date; provided that:
(i) each of the conditions set forth in Sections 3 and 4 of this Agreement Section 4.02 shall be subject to the satisfaction of the following conditions precedent:satisfied;
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for no Default shall have occurred and be continuing or would result from the Borrower, substantially in borrowings to be made on the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.Increase Effective Date;
(ciii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth contained in paragraphs Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b) ), respectively, of Section 5 of this Agreement6.01.
(eiv) The Administrative Agent [reserved];
(v) the Borrowers shall have received all amounts required to be paid by the Borrower make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3 hereof.3.05;
(fvi) The the Borrowers shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent shall have received all fees and other amounts due and payable on or Agent; and
(vii) (A) upon the reasonable request of any Lender made at least ten (10) Business Days prior to the Restatement Increase Effective Date, includingthe Borrowers shall have provided to such Lender, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent and such Lender shall be reasonably satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrowerwith, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably so requested by it to satisfy the requirements of bank regulatory authorities under in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including including, without limitation, the Patriot PATRIOT Act. The Administrative Agent shall notify , in each case at least two (2) Business Days prior to the Borrower Increase Effective Date and (B) at least ten (10) Business Days prior to the Lenders of the Restatement Increase Effective Date, and any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Loan Party.
Appears in 1 contract
Sources: Credit Agreement (Turtle Beach Corp)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto of Holdings, the Borrower and the Required Lenders either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementAgreement and (ii) either counterparts of this Agreement or Joinder Agreements that, when taken together, bear the signatures of each of the Renewing Term Lenders and Additional Tranche E Lenders.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Restatement Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇Cleary, General Counsel of the BorrowerGottlieb, and (ii) ▇▇▇▇▇ S▇▇▇▇ & ▇H▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and Exhibit B-1, (ii) G▇▇▇ ▇▇▇▇▇▇▇▇▇ P.L.C., Arizona local counsel for the Borrower, substantially in the form of Exhibit B-2, respectivelyand (iii) H▇▇▇▇▇▇▇, and ▇▇▇▇▇ & S▇▇▇▇▇ LLP, Rhode Island local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other customary legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Each of the conditions set forth in Section 4.02 of the Restated Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the representations and warranties conditions set forth in paragraphs (a) and (b) of Section 5 4.02 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoicedinvoiced in writing at least two Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Borrower hereunderRestatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by the Restated Credit Agreement, (iii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any supplements thereto), after giving effect to the Restatement Transactions, and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement and (iv) (A) amendments to each Mortgage with respect to each Mortgaged Property and each Restatement Mortgaged Property providing that the Tranche E Term Loans (in addition to the other Obligations) shall be secured by a Lien on each such Mortgaged Property and Restatement Mortgaged Property, as the case may be, (B) endorsements to existing policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as amended so remains a valid first Lien on the Mortgaged Property or Restatement Mortgaged Property, as the case may be, described therein, free of any other Liens except as expressly permitted by Section 6.02 of the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Restatement Lenders may reasonably request and (C) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent or the Restatement Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property or Restatement Mortgaged Property, as the case may be.
(g) The Administrative Agent shall be satisfied that A Reaffirmation Agreement substantially in the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as form of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent Exhibit C hereto shall have received all documentation been executed and other information reasonably requested delivered by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Acteach party thereto. The Administrative Agent shall notify the Borrower and the Restatement Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement and the obligations of the Tranche E Lenders to make Tranche E Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 5:00 p.m., New York City time, on August 3November 26, 2007 2003 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (On Semiconductor Corp)
Conditions. The consummation EXEMPTION granted to the OWNER and the COMPANY by the TOWN hereby is in consideration of the transactions set forth OWNER and the COMPANY’S commitments stated hereafter as follows:
1. To create one hundred (100) new, permanent full-time jobs within 24 months from the state incentive award under the Massachusetts Economic Development Incentive Program and to create an additional eighty-one (81) new, permanent full-time jobs over a five year period from the date of occupancy as outlined in Sections 3 the “Certified Project Application,” dated as of July 5, 2011 (“CERTIFIED PROJECT APPLICATION”) submitted to the TOWN by the COMPANY in connection with OWNER and 4 the COMPANY’S request for the EXEMPTION, and hire residents of this Agreement the TOWN as outlined in the WORK FORCE ANALYSIS AND JOB CREATION PLANS section of the CERTIFIED PROJECT APPLICATION. Such new jobs shall be subject in addition to existing jobs at the FACILITY, currently numbering two hundred thirty-three (233);
2. To invest approximately Thirty Million Dollars ($30,000,000.00) in tenant improvements, furniture, fixtures and new equipment at the FACILITY, as described in the CERTIFIED PROJECT APPLICATION which investments shall be placed in use by the date which is five years from the date of initial occupancy of the CERTIFIED PROJECT;
3. To cooperate with the local Office of the Massachusetts Department of Employment and Training and other agencies, as appropriate, in seeking to fill job vacancies with the COMPANY as they develop, and operate a job outreach program whereby Westford residents are made aware of job opportunities with the COMPANY, including advertising in the local newspapers encouraging such residents to apply for employment with the COMPANY any time advertisements are otherwise placed by the COMPANY for employment at the FACILITY;
4. The OWNER shall cause its general contractor to maintain a list of qualified local contractors, vendors and suppliers interested in providing services in connection with construction of the CERTIFIED PROJECT, and shall cause its general contractor to inform such contractors, vendors and suppliers of opportunities to provide such services as such opportunities become available;
5. To submit annual reports on job creation, job retention and new investments at the FACILITY to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent TOWN, and the Lenders and dated the Restatement Effective Date) EACC by September 30 of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇year during the EXEMPTION PERIOD, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in on the form of Exhibits B-1 and B-2, respectively, and covering adopted by EACC for such other matters purpose;
6. To pay all real estate taxes owed the TOWN relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsFACILITY in a timely fashion.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Tax Increment Financing Agreement
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be and the obligation of each Lender to make a Loan on the occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing), is subject to the satisfaction of the following conditions precedentconditions:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy fax or email pdf transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇T. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating substance reasonably satisfactory to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionsAgent.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to (i) the organization, organization and existence and good standing of the Borrower, and (ii) the authorization of this Agreement and the Restated Term Loan Credit Agreement Transactions and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit AgreementTransactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent Each Lender shall have received a certificate(i) the audited financial statements for the Borrower and its Subsidiaries for the four-fiscal quarter period ended December 31, dated 2024 and (ii) the Restatement Effective Date unaudited financial statements for the Borrower and signed by its Subsidiaries for the Presidentfiscal quarter ending June 30, a Vice President or a Financial Officer 2025 (each of which conditions in the Borrower, confirming the representations and warranties set forth in paragraphs foregoing sub-clauses (ai) and (bii) the Lenders acknowledge has occurred by the Borrower’s public filing of Section 5 of this Agreementsuch financial statements with the Securities and Exchange Commission).
(e) The Administrative Agent shall have received all amounts required to be paid each promissory note requested by the Borrower a Lender pursuant to Section 3 hereof2.10(e), each duly completed and executed by the Borrower.
(f) The Administrative Agent shall have received a certificate or certificates, dated the Effective Date and signed by the President, an Executive Vice President or a Financial Officer or a Responsible Officer of the Borrower, (i) confirming compliance with the conditions set forth in paragraphs (h), (i), and (j), of this Article IV and (ii) stating that as of the Effective Date only, the Borrower, individually, and together with its Subsidiaries on a consolidated basis, is Solvent.
(g) The Administrative Agent shall have received (i) all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, Date and (ii) to the extent invoicedinvoiced two (2) Business Days prior to closing, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
hereunder (g) The Administrative Agent or shall be satisfied have received satisfactory evidence that the Amendment all such fees and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementamounts are being paid substantially simultaneously).
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as As of the date hereofEffective Date only, among the Borrowersince December 31, the lenders party there 2024, no event resulting in a Material Adverse Effect has occurred and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementis continuing.
(i) No Default or Event of Default has occurred and is continuing.
(j) The representations and warranties of the Borrower set forth in this Agreement shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as written, including the materiality qualifier) on and as of the Effective Date (other than those representations and warranties that expressly relate to a specific earlier date, which shall be true and correct in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as of such earlier date as written, including the materiality qualifier)).
(k) On or prior to the Effective Date, the Borrower shall deliver to the Administrative Agent and any Lender who so requests a Beneficial Ownership Certification, to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation.
(l) Upon the reasonable request of any Lender, the Borrower shall have received all provided to such Lender the documentation and other information reasonably so requested by it to satisfy the requirements of bank regulatory authorities under in connection with applicable “know your customer” and anti-money money-laundering rules and regulations, including the Patriot PATRIOT Act. .
(m) The Administrative Agent shall notify have received a Borrowing Request duly executed by a Responsible Officer of the Borrower.
(n) The representations and warranties of the Borrower shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as written, including the Lenders materiality qualifier) on and as of the Restatement Effective Datedate of such Borrowing (other than those representations and warranties that expressly relate to a specific earlier date, and such notice which shall be conclusive true and bindingcorrect in all material respects as of such earlier date (other than those representations and warranties that are subject to a materiality qualifier, in which case such representations and warranties shall be true and correct in all respects as of such earlier date as written, including the materiality qualifier)).
(o) At the time of and immediately after giving effect to such Borrowing, no Default with respect to such Borrower shall have occurred and be continuing. Notwithstanding Each Borrowing shall be deemed to constitute a representation and warranty by the foregoing, Borrower on the consummation of date thereof as to the transactions set forth matters specified in Sections 3 paragraphs (n) and 4 (o) of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Article IV.
Appears in 1 contract
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 first date (the “Refinancing and 4 of this Agreement shall be subject to the satisfaction Incremental Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Refinancing and Incremental Term Lender and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement.;
(b) The the Administrative Agent shall have received (i) any required notice of prepayment of Term B Loans pursuant to Section 2.10(d) of the Credit Agreement and (ii) any required notice of borrowing of Refinancing and Incremental Term Loans pursuant to Section 2.03 of the Credit Agreement; provided, in each case, that such notice of prepayment and notice of borrowing shall be delivered in accordance with the time periods specified in Sections 2.10(d) and 2.03, as applicable, of the Credit Agreement or such shorter period as the Administrative Agent may agree;
(c) the representations and warranties set forth in Section 4 above shall be true and correct as of the date hereof;
(d) the Administrative Agent shall have received a certificate, dated the Refinancing and Incremental Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 4 above;
(e) the Administrative Agent shall have received, on behalf of itself and the Refinancing and Incremental Term Lender, a favorable written opinion of (A) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, as New York and Delaware special counsel for the Loan Parties and (B) McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (i) dated the date hereof, (ii) addressed to the Administrative Agent and the Lenders Refinancing and dated Incremental Term Lender and (iii) in form and substance reasonably satisfactory to the Restatement Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(f) the Administrative Agent shall have received customary closing certificates and documentation consistent with those delivered on the 2017 Refinancing Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing and Incremental Term Loans contemplated hereby are secured by the Collateral ratably with the existing Revolving Facility Loans;
(g) the payment of the Term B Loan Repayment Amount by the Borrowers to the Administrative Agent for the accounts of the existing Term B Lenders, as a voluntary prepayment in full of the Term B Loans outstanding on the Refinancing and Incremental Effective Date, shall occur substantially simultaneously with the Borrowing of such Refinancing Term Loans;
(h) the Administrative Agent shall have received written evidence reasonably satisfactory to the Administrative Agent that the notice of each of redemption with respect to the Notes Redemption has been delivered prior to, or will be delivered substantially concurrently with, the Refinancing and Incremental Effective Date in accordance with the Senior Unsecured Notes Indenture;
(i) any fees and reasonable out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory Borrowers to the Administrative Agent Agent, the Refinancing and its counsel.
Incremental Term Lender and Citigroup Global Markets Inc. (d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a“Lead Arranger”) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or invoiced prior to the Restatement Effective Date, including, to date hereof shall have been paid in full (in the extent invoiced, reimbursement or payment case of all any such fees and reasonable out-of-pocket expenses required incurred in connection with this Agreement or the Refinancing and Incremental Term Loans, subject to be reimbursed any agreed-upon limits contained in any letter agreement with the Administrative Agent or paid by the Borrower hereunder.Lead Arranger, as applicable, or their affiliates entered into in connection with this Agreement or the Refinancing and Incremental Term Loans);
(gj) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information reasonably required by Section 3.25(a) of the Credit Agreement, to the extent such information has been requested by it not less than ten (10) Business Days prior to satisfy the requirements Refinancing and Incremental Effective Date; and
(k) entry into this Agreement and the incurrence of bank regulatory authorities under applicable “know your customer” the Refinancing and anti-money laundering rules Incremental Term Loans on the Refinancing and regulationsIncremental Effective Date does not violate, conflict with or result in a breach of, the Credit Agreement, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Section 2.21 thereof.
Appears in 1 contract
Sources: Incremental Assumption Agreement and Amendment No. 6 (Presidio, Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall following conditions must all be subject satisfied to the satisfaction of Ash, which satisfaction shall be evidenced by a certificate from Ash to the Escrow Agent that such conditions have been satisfied. In the event the Company has made efforts to satisfy such conditions, such consent shall not be arbitrarily withheld but Ash may exercise reasonable discretion in whether to give or withhold the consent on the basis of a reasonable good faith belief that one or more of the conditions has not been satisfied. The certificate from Ash to the Escrow Agent shall certify that the following conditions precedent:
(a) The Administrative Agent (have been met or waived to its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreementsatisfaction.
(b) The Administrative Agent a. Ash shall have received a written opinion (addressed letter from AMRESCO Leasing Corporation to the Administrative Agent effect that all of the AMRESCO conditions precedent, and other requirements have been met by RSi and that AMRESCO is willing to comply with its funding obligations under the Lenders Amended and Restated Program Agreement with RSi dated March 10, 1999 for the Restatement Effective Date) funding of each of (i) ▇▇▇▇▇▇▇ units.
▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificateletter from RSG Investments, LLC to the effect that its Equipment, Purchase, and Sale Agreement with RSi has been modified and settled according to the following terms: $300,000 has been completely forgiven or repaid through a revenue sharing arrangement relative to a fixed number (not to exceed 2,000) of refreshment centers, $500,000 has been converted to Preferred Stock, $250,000 has been paid, and the balance of $750,000 will be repaid at the time of the initial public offering of RSi or within eight months of settlement.
▇. ▇▇▇ shall have received a certificate from the president of RSi to the effect that: - the Company believes that the letter identified in paragraph 3a above is true and correct and that all of the AMRESCO conditions precedent, underwriting requirements and other requirements have been met by RSi and that AMRESCO is willing to comply with its funding obligations under the Amended and Restated Program Agreement with RSi dated March 10, 1999 for the Restatement Effective Date funding of units. - the Company believes that the letter identified in paragraph 3b above is true and signed correct and that the Equipment, Purchase, and Sale Agreement with RSi has been modified and settled according to the terms set forth in paragraph 3b above. - the Company has effectuated a reverse stock split of the common stock (but not the Preferred Stock) of the Company and that the percentage of ownership represented by the Presidentstock certificate set forth in paragraph 1.2 hereof, on a Vice President or a Financial Officer of fully diluted basis, is as represented and warranted in the Borrower, confirming Acquisition Agreements. - the representations and warranties set forth in paragraphs (a) the Acquisition Agreements are true and (b) correct as of Section 5 a date immediately preceding the distribution of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees escrowed documents, funds, and other amounts due and payable on or prior stock certificate. Ash will only issue such certificate to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Escrow Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event that: - Ash has no reasonable basis to believe that such certificate of the president of RSi (see paragraph 3c) is inaccurate in any material respect. - Ash's financial and business due diligence as to RSi has been completed to its satisfaction. - All of the conditions are not so satisfied of this paragraph 3 have been met or waived, this Agreement shall terminate at such time)waived to its satisfaction.
Appears in 1 contract
Sources: Subscription Agreement (Eroom System Technologies Inc)
Conditions. The consummation Scheme will not become Effective and the obligations of Bidder under clause 2.2 do not become binding unless and until each of the transactions conditions set forth out in Sections 3 and 4 of this Agreement shall be subject to the satisfaction first column of the following conditions precedent:
table has been satisfied or waived in accordance with this clause 3.1: Condition Responsibility Waiver (a) The Administrative Agent (or its counselOIO approval) shall have received from each party hereto either (A) a counterpart of this Agreement signed before 5.00pm on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party Business Day before the End Date, Bidder has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to obtained all consents required under the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel ▇ ▇▇▇ ▇▇▇▇ to the implementation of the BorrowerScheme on terms or conditions acceptable to Bidder acting reasonably, and provided that Bidder may not withhold its approval to the terms or conditions of any consent if the terms or conditions imposed: (i) are standard Overseas Investment Office consent conditions; or (ii) arise directly from plans, intentions or undertakings referred to in Bidder’s application; Bidder None (b) (FIRB approval) before 8.00am on the End Date, one of the following has occurred: (i) Bidder has received written advice under the Foreign Acquisitions and Takeovers ▇▇▇ ▇▇▇▇ (Cth) (FATA), by or on behalf of the Treasurer of the Commonwealth of Australia (Treasurer), advising that there is no objection to the Transaction, either unconditionally or on terms or conditions acceptable to Bidder, acting reasonably; or (ii) the Treasurer ceases to be empowered to make an order under the FATA in relation to the Transaction; Bidder None (c) (Regulatory clearances) before 8.00am on the End Date Bidder and Target have received all approvals or consents from the Takeovers Panel, NZX and ASX as are required to implement the Transaction. Target and Bidder None (d) (Court approval) subject to clause 3.2, the Court approves the Scheme in accordance with section 236 of the Companies Act; Bidder and Target None (e) (Shareholder approval) Shareholders approve the Scheme at the Scheme Meeting by the requisite majorities in accordance with sections 236A(2)(a) and 236A(4) of the Companies Act; Bidder and Target None Condition Responsibility Waiver (f) (No restraint) no judgment, order, restraint or prohibition enforced or issued by any Government Agency is in effect at 5.00pm on the Business Day before the Implementation Date, that prohibits, prevents or materially restricts the implementation of the Scheme; Bidder and Target Bidder and Target (g) (No Material Adverse Change) no Material Adverse Change occurs between the date of this agreement and 5.00pm on the Business Day before the Implementation Date; None Bidder (h) (No Prescribed Occurrence) no Prescribed Occurrence occurs between the date of this agreement and 5.00pm on the Business Day before the Implementation Date; Target Bidder (i) (Target Warranties and Undertaking) no material breach of the Target Undertakings up to 5:00pm on the Business Day before the Implementation Date and Target Warranties are true and correct in all material respects as at 5:00pm on the Business Day before the Implementation Date; Target Bidder (j) (Rosehip Oil Agreement) Bidder and FC agreeing to amend the Rosehip Oil Agreement on terms reasonably satisfactory to Bidder acting reasonably; and Target and Bidder Bidder and Target (k) (▇▇▇▇▇▇ Consent) the Target obtaining any consent required from ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & and ▇▇▇▇▇▇▇ ▇▇, counsel for ▇▇▇▇ ▇▇▇▇▇▇ under the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Lanocorp Shareholders Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
: (i) The Administrative Agent shall have received all documentation so that the Lanocorp Companies can provide guarantees and other information reasonably requested by it to satisfy the requirements security in favour of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders any financier of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation Bidder or its Related Entities (Bidder Financier) promptly following completion of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of Transaction; (ii) so that security over the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, shares in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).Lanocorp Companies (other than shares held by ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇) may be granted in favour of any Bidder Financier including a waiver of any pre-emptive rights should the Bidder Financier exercise its security over those shares. Target Bidder
Appears in 1 contract
Sources: Scheme Implementation Agreement
Conditions. The consummation of the transactions set forth in Sections 3 and 4 effectiveness of this Agreement shall be Amendment is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) each Loan Party shall have received from each party hereto either (A) a counterpart of executed and delivered this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment;
(b) The Administrative Agent Borrower shall have received a written opinion (addressed delivered evidence satisfactory to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇the Buyers, General Counsel of in their sole discretion, that the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent Restructuring shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.have been consummated;
(c) The Administrative Agent Gastar Exploration USA, Inc., as the successor-in-interest to FSW, as the successor-in-interest to FAD, shall have received such documents executed and certificates delivered a Confirmatory Deed with regard to each of the Mortgages of record in the State of West Virginia made by FAD in favor of the Agent, for the benefit of the Buyers, giving effect to the merger of FAD with and into FSW, with FSW as the Administrative Agent or its counsel may reasonably request relating surviving corporation, and the change in the legal name of FSW to Gastar Exploration USA, Inc., in each case pursuant to the organizationRestructuring, existence and good standing each of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all which Confirmatory Deeds shall be in form and substance satisfactory to the Administrative Agent and its counsel.each of the Buyers;
(d) The Administrative Agent each Loan Party that has changed its legal name as a result of the Restructuring shall have received delivered written notice of such name change to each depository bank that is a certificateparty to a Deposit Account Control Agreement of which such Loan Party is also a party in accordance with the terms of such Deposit Account Control Agreement, dated copies of which notices shall have been delivered to Agent and each of the Restatement Effective Date Buyers;
(e) 1212117 shall have executed and signed delivered a Joinder to Guaranty, in the form of Exhibit E attached hereto, and a Joinder to Security Agreement, in the form of Exhibit F attached hereto;
(f) Borrower shall have caused each of its Subsidiaries (other than Gastar Exploration Texas LLC and Gastar Exploration Texas LP) to issue replacement stock certificates evidencing one hundred percent (100%) of the issued and outstanding capital stock of such Subsidiary after giving effect to the consummation of the Restructuring, shall have delivered such stock certificates, along with assignments separate from certificate executed in blank and irrevocable proxies executed by the Presidentapplicable Loan Party, a Vice President or a Financial Officer to the Agent in accordance with the Pledge Agreements, and shall have stamped each of the Borroweroriginal stock certificates of which such replacement certificates are being issued “cancelled”;
(g) all proceedings taken in connection with the transactions contemplated by this Amendment and the Restructuring, confirming and all documents, instruments and other legal matters incident thereto, shall be satisfactory to Agent, its legal counsel, and each of the Buyers;
(h) no Event of Default (as defined in the Initial Notes) shall have occurred and be continuing or would arise from the Loan Parties entering into this Amendment or any of the other agreements, documents and instruments to be executed by each such Person pursuant to this Amendment (collectively, the “Other Amendment Documents”) or, after giving effect to the consent set forth in Section 1 above, from the consummation of the Restructuring;
(i) all of the representations and warranties set forth in paragraphs Section 6 below shall be true, complete and correct;
(aj) Borrower shall have delivered such evidence of the authority of the Loan Parties to execute, deliver and perform its obligations under this Amendment and all of the Other Amendment Documents, and such evidence of the authority of the Borrower and its Subsidiaries to consummate the Restructuring, as the Agent and each of the Buyers may require, including but not limited to (bi) a copy of resolutions duly adopted by the board of directors (or other governing authority) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid each such Person, authorizing the execution by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness each such Person of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A.Other Amendment Documents, as administrative agentwell as all agreements, shall become effective documents and instruments to be executed by each such Person in accordance connection with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the Restructuring, in each case certified as complete and correct by the corporate secretary or similar officer of each such Person, (ii) such other approvals and/or consents as may be required from all other Persons whose approval or consent is necessary or required to enable the Loan Parties to enter into this Amendment and the Other Amendment Documents, to perform their respective obligations hereunder and thereunder and to consummate the Restructuring, (iii) certificates of merger or amalgamation or other evidence that the transactions set forth in Sections 3 contemplated by the Restructuring have been approved by applicable governmental authorities and 4 (iv) a certificate of this Agreement shall not become effective unless the secretary of each of the Loan Parties attaching and certifying as to each of the organizational documents of such Loan Party, as such organizational documents are in effect after giving effect to the consummation of the Restructuring, in each case certified by the Secretary of State (or similar, applicable governmental authority) of the state of incorporation or formation of each Loan Party, if and as applicable;
(k) Borrower shall have paid all fees and expenses of the Agent in connection with this Amendment, including, without limitation, attorneys’ fees and expenses; and
(l) each Loan Party shall have delivered such other instruments, documents, certificates, consents, waivers and opinions as the Agent and any of the Buyers may request. The date on which the foregoing conditions is shall have been satisfied at or prior shall be referred to 3:00 p.m., New York City time, on August 3, 2007 (and, in herein as the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)“Omnibus Amendment Effective Date.”
Appears in 1 contract
Sources: Consent and Omnibus Amendment to Transaction Documents (Gastar Exploration LTD)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Incremental Facility Closing Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Additional Lender and the Administrative Agent (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the representations and warranties set forth in Section 3 above shall be true and correct as of the date hereof;
(c) the Administrative Agent shall have received a certificate, dated the Incremental Facility Closing Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 3 above;
(d) the Administrative Agent shall have received, on behalf of itself, and the Additional Lender, a favorable written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (A) dated the date hereof, (B) addressed to the Administrative Agent and the Lenders Additional Lender and dated (C) in form and substance reasonably satisfactory to the Restatement Effective DateAdministrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(e) of each of the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Closing Date and such additional customary documents and filings (iincluding amendments to the Mortgages and other Security Documents and title endorsement bringdowns) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel as the Administrative Agent may reasonably require to assure that the Revolving Facility Loans in respect of the BorrowerIncremental Revolving Facility Commitment are secured by the Collateral ratably with the existing Term Loans and Revolving Facility Loans;
(f) any fees and expenses (including reasonable fees, charges and (ii) disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating Borrowers to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all Agents in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or connection herewith invoiced prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or date hereof shall have been paid by the Borrower hereunder.in full; and
(g) The Administrative Agent the Additional Lender shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as have received, sufficiently in advance of the date hereofIncremental Facility Closing Date, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested required by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot United States PATRIOT Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement This Fourth Amendment shall be subject to the satisfaction of the following conditions precedenteffective only if and when:
(a) The Administrative Agent Holdings, the Borrower, the other Loan Parties, and each Lender who has consented hereto (or its counselconstituting collectively the Required Lenders) shall have received from each party delivered their fully executed signature pages hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Agent;
(b) The each of the representations and warranties contained in Section 3 of this Fourth Amendment shall be true and correct in all material respects;
(c) the Administrative Agent shall have received (i) a written opinion certificate as to the good standing or existence (addressed as applicable) of each Loan Party as of a recent date, from the Secretary of State of such Loan Party’s state of organization; (ii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Fourth Amendment Effective Date and certifying (A) that there has been no change to the Organizational Documents of the Loan Parties most recently delivered to Administrative Agent in connection with the Credit Agreement (or if any such changes have been made, attaching such amended Organizational Documents), (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other appropriate authority of such Loan Party authorizing the execution, delivery and performance of this Incremental Amendment and, in the case of the Borrower, the borrowings hereunder (if any), and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing this Amendment any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of a Responsible Officer of the Borrower as to the satisfaction of each of the conditions in this Section 2, in form and substance reasonably satisfactory to the Administrative Agent;
(d) the Administrative Agent shall have received opinions from counsel to the Loan Parties in relation to corporate capacity and enforceability in form and substance reasonably satisfactory to the Administrative Agent;
(e) at such time that this Fourth Amendment becomes effective, all Term Loans and Revolving Commitments are held by Lenders who have consented to this Fourth Amendment with respect to their entire respective Term Loans and dated Revolving Commitments at such time;
(f) the Restatement Effective Date) Borrower shall have paid all reasonable and documented out-of-pocket costs and expenses, including the reasonable and documented fees of each of (i) L▇▇▇▇▇ and W▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇LLP, counsel for the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
Deutsche Bank Securities Inc. (d) The Administrative Agent shall have received a certificatethe “Fourth Amendment Lead Arranger”), dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent under the Credit Agreement in connection with this Agreement. This Fourth Amendment shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of effective on the date hereof, with respect to (the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this “Fourth Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each ”) on which all of the foregoing conditions is are satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so to be satisfied or waivedno later than February 10, this Agreement shall terminate at such time2017).
Appears in 1 contract
Sources: Credit Agreement (Twin River Worldwide Holdings, Inc.)
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement This Amendment shall be subject to the satisfaction effective once each of the following conditions precedenthave been delivered to Lender:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Amendment executed by Borrower and Lender;
(b) The Administrative Agent shall have received a written opinion Guarantors’ Consent and Agreement;
(addressed c) RE Term Note executed by Borrower and payable to Lender in the original face amount of $2,100,000;
(d) Officer’s Certificate from Borrower certifying as to incumbency of officers, specimen signatures, no changes to its articles of incorporation and bylaws since the date of the Certificate delivered in connection with the closing of the Credit Agreement, and resolutions adopted by its Board of Directors authorizing its execution of this Amendment and the other documents required in connection herewith;
(e) Evidence that Borrower has paid not less than $500,000 toward the purchase price of the Properties;
(f) Deed conveying good and marketable title to the Administrative Agent Properties into Borrower;
(g) Phase I environmental assessment regarding the Properties, in form and substance acceptable to Lender;
(h) Flood determination regarding the Lenders and dated the Restatement Effective Date) of each of Properties;
(i) ▇▇▇Certificate of Liability Insurance acceptable to Lender, naming Lender as an additional insured;
(j) Certificate of Property Insurance acceptable to Lender, naming Lender as a loss payee;
(k) Deed of Trust, Security Agreement and UCC Financing Statement for Fixture Filing, creating a lien on the Properties in favor of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel as trustee for the benefit of the BorrowerLender;
(l) Second Amendment to Security Agreement, executed by Borrower and Lender;
(m) Borrower shall have paid, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇Lender shall have received, counsel for the Borrower, substantially a closing fee in the form amount of Exhibits B-1 and B-2, respectively, and covering $10,500; and
(n) such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby documents and items as the Administrative Agent shall Lender may reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (Deep Down, Inc.)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “Fourth Amendment Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received (x) from the Majority Lenders for the Term B Facility (determined before giving effect to the replacement of any Non-Consenting Lenders) and each party hereto either Lender holding Term B Loans (Aafter giving effect to the replacement of any Non-Consenting Lenders) (i) a counterpart of this Agreement Consent signed on behalf of such party or (Bii) written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a Consent and (y) from the Borrower and the Administrative Agent, an executed counterpart of to this Agreement.;
(b) The Administrative Agent the representations and warranties set forth in Section 5 above shall have received a written opinion be true and correct;
(addressed to the Administrative Agent c) any fees and the Lenders reasonable and dated the Restatement Effective Date) documented out-of-pocket expenses (including reasonable fees, charges and disbursements of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.the Fourth Amendment Arranger pursuant to this Agreement or any letter agreement entered into in connection with this Agreement and invoiced at least three (3) Business Days prior to the date hereof shall have been paid in full; and
(di) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer all Obligations of the Borrower, confirming Borrower with respect to the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required Term B Loans owing to be paid by the Borrower any Non-Consenting Lender being replaced pursuant to Section 3 hereof.
shall be paid in full to such Non-Consenting Lender concurrently with the assignment described in Section 3, (fii) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment Obligations of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, Term B Loans owing to any Assigning Consenting Lender shall become effective be paid in accordance with its terms full to such Assigning Consenting Lender concurrently with the effectiveness assignment described in Section 4(b)(i), (iii) all Obligations of this Amendment and Restatement.
(hthe Borrower with respect to the Cashless Consenting Lender Assigned Amount owing to any Cashless Consenting Lender pursuant to a Cashless Consenting Lender Assignment contemplated by Section 4(c) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective paid in accordance with its terms full to such Cashless Consenting Lender concurrently with the effectiveness assignment described in Section 4(c) and (iv) the Replacement Lender shall pay to each such Non-Consenting Lender, each such Assigning Consenting Lender and each such Cashless Consenting Lender an amount equal to (x) in the case of this Amendment any Non-Consenting Lender and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy any Assigning Consenting Lender, the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders principal amount of the Restatement Effective DateTerm B Loans held by such Non-Consenting Lender or such Assigning Consenting Lender, as applicable, in each case, plus accrued and unpaid interest thereon, and such notice shall be conclusive and binding. Notwithstanding (y) in the foregoingcase of any Cashless Consenting Lender, the consummation Cashless Consenting Lender Assigned Amount of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (andsuch Cashless Consenting Lender, in the event such conditions are not so satisfied or waivedeach case, this Agreement shall terminate at such time)plus accrued and unpaid interest thereon.
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 through 6 of this Agreement shall be subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto of Holdings, the Borrower and the Restatement Lenders either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Restatement Lenders and dated the Restatement Effective Date) of each of (i) Cleary, Gottlieb, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibits B-1 and Exhibit B-1, (ii) ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ P.L.C., Arizona local counsel for the Borrower, substantially in the form of Exhibit B-2, respectivelyand (iii) ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, Rhode Island local counsel for the Borrower, substantially in the form of Exhibit B-3, and, in the case of each such opinion required by this paragraph, covering such other matters relating to the Borrower, this AgreementLoan Parties, the Restated Term Loan Credit Agreement Documents or the transactions contemplated hereby or thereby Restatement Transactions as the Administrative Agent Restatement Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrowereach Loan Party, the authorization of this Agreement and the Restated Term Loan Credit Agreement Restatement Transactions and any other customary legal matters relating to the BorrowerLoan Parties, this Agreement the Loan Documents or the Restated Term Loan Credit AgreementRestatement Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Each of the conditions set forth in Section 4.02 of the Restated Credit Agreement shall be satisfied, and the Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming satisfaction of the representations and warranties conditions set forth in paragraphs (a) and (b) of Section 5 4.02 of this the Restated Credit Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable in connection with this Agreement and the Existing Credit Agreement on or prior to the Restatement Effective Date, including, to the extent invoicedinvoiced in writing at least two Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable documented out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other Loan Document.
(f) The Collateral and Guarantee Requirement shall be satisfied after giving effect to the Borrower hereunderRestatement Transactions, and in connection therewith the Administrative Agent shall have received (i) a completed Perfection Certificate with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) dated the Restatement Effective Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties (including the Subsidiaries party to the Reaffirmation Agreement) in the jurisdictions contemplated by the Perfection Certificate and the copies of the financing statements (or similar documents) disclosed by such research and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are expressly permitted by the Restated Credit Agreement, (iii) all documents and instruments, including Uniform Commercial Code financing statements, required by law or reasonably requested by the Collateral Agent to be filed, registered or recorded to create the Liens intended to be created by the Security Agreement and the Pledge Agreement (including any supplements thereto), after giving effect to the Restatement Transactions, and perfect such Liens to the extent required by, and with the priority required by, the Security Agreement and the Pledge Agreement and (iv) (x) amendments to each Mortgage with respect to each Mortgaged Property and each Restatement Mortgaged Property providing that the Additional Term Loans and the Revolving Loans (in addition to the other Obligations) shall be secured by a Lien on each such Mortgaged Property and Restatement Mortgaged Property, as the case may be, (y) endorsements to existing policy or policies of title insurance issued by a nationally recognized title insurance company, insuring the Lien of each such Mortgage as amended so remains a valid first Lien on the Mortgaged Property or Restatement Mortgaged Property, as the case may be, described therein, free of any other Liens except as expressly permitted by Section 6.02 of the Restated Credit Agreement, together with such endorsements, coinsurance and reinsurance as the Collateral Agent or the Restatement Lenders may reasonably request, and (z) such surveys, abstracts, appraisals, legal opinions and other documents as the Collateral Agent or the Restatement Lenders may reasonably request with respect to any such Mortgage or Mortgaged Property or Restatement Mortgaged Property, as the case may be.
(g) The Administrative Agent A Reaffirmation Agreement substantially in the form of Exhibit C hereto shall be satisfied that the Amendment have been executed and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders delivered by each party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatementthereto.
(h) The Administrative Agent conditions set forth in Section 9 of the Amendment shall be satisfied that and the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, Amendment shall become effective in accordance with its terms concurrently with on the effectiveness of this Amendment and RestatementRestatement Effective Date.
(i) The Administrative Agent Borrower shall have received taken such actions as necessary so that all documentation and other information reasonably requested by it Tranche D Term Loans outstanding under the Existing Credit Agreement on the Restatement Effective Date (after giving effect to satisfy the requirements any prepayments) constitute ABR Loans as of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actsuch date. The Administrative Agent shall notify the Borrower and the Restatement Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 through 6 of this Agreement and the obligations of the Additional Term Loan Lenders to make Additional Term Loans hereunder shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 5:00 p.m., New York City time, on August October 3, 2007 2003 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (On Semiconductor Corp)
Conditions. The consummation of This First Amendment shall become effective and the transactions set forth in Sections 3 and 4 of this Agreement 2019 Incremental Term Loan Lender shall be subject required to fund its 2019 Incremental Term Loan Commitment immediately upon the satisfaction of the following conditions precedent:(the date on which the conditions are satisfied, the “First Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a duly executed counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to First Amendment from the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.Agent, the 2019 Incremental Term Loan Lender and the Borrower;
(b) The Administrative Agent shall have received (i) a Borrowing Request (or another written opinion request, the form of which is reasonably acceptable to the Administrative Agent) in respect of the 2019 Incremental Term Loans in accordance with Section 2.03 of the Credit Agreement and (addressed ii) a notice (in a form reasonably acceptable to the Administrative Agent) in respect of the Repayment in accordance with Section 2.11(a) of the Credit Agreement;
(c) The Borrower shall have paid (i) all reasonable and documented expenses and other compensation payable to the Administrative Agent pursuant to Section 9.03(a) of the Credit Agreement and to the Lenders and dated extent invoiced at least three Business Days prior to the Restatement First Amendment Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially Arrangement Fee under and as defined in the form Fee Letter, dated as of Exhibits B-1 April 15, 2019, between Credit Suisse Loan Funding LLC and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, Borrower (which amounts may be offset against the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing proceeds of the Borrower, the authorization of this Agreement and the Restated 2019 Incremental Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Loans);
(d) The Administrative Agent shall have received (i) a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer certificate of the Borrower, confirming dated the representations First Amendment Effective Date, executed by a Responsible Officer thereof, which shall (A) certify that (w) attached thereto is a true and warranties set forth complete copy of the certificate or articles of incorporation, formation or organization of the Borrower, certified by the relevant authority of its jurisdiction of organization, (x) the certificate or articles of incorporation, formation or organization of the Borrower attached thereto has not been amended (except as attached thereto) since the date reflected thereon, (y) attached thereto is a true and correct copy of the by-laws or operating, management, partnership or similar agreement of the Borrower, together with all amendments thereto as of the First Amendment Effective Date and such by- laws or operating, management, partnership or similar agreement are in paragraphs full force and effect and (az) attached thereto is a true and complete copy of the resolutions or written consent, as applicable, of its applicable governing body authorizing the execution and delivery of this Amendment and the Transactions, which resolutions or consent have not been modified, rescinded or amended (other than as attached thereto) and are in full force and effect, and (bB) identify by name and title and bear the signatures of Section 5 the officers, managers, directors or other authorized signatories of this Agreement.the Borrower who are authorized to sign the Loan Documents to which the Borrower is a party on the First Amendment Effective Date, and (ii) a good standing certificate for the Borrower and each Loan Guarantor from the Secretary of State of the jurisdiction in which they are organized;
(e) The Administrative Agent shall have received all amounts required to be paid a certificate dated the First Amendment Effective Date, executed by a Responsible Officer of the Borrower pursuant certifying:
(i) as to Section the satisfaction of the condition set forth in clause (g) of this Section;
(ii) that each of the representations and warranties of the Loan Parties and each Lighthouse Common Equity Holder contained in Article 3 hereofof the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, they are true and correct in all material respects as of such date or for such period; provided, however, 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 or for such periods; and
(iii) that the aggregate principal amount of the 2019 Incremental Term Loans incurred on the First Amendment Effective Date does not exceed the Incremental Cap.
(f) The Administrative Agent shall have received all fees a customary written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for the Borrower and each other amounts due Loan Party dated the First Amendment Effective Date and payable on addressed to the Administrative Agent and the 2019 Incremental Term Loan Lender dated the First Amendment Effective Date and addressed to the Administrative Agent, the 2019 Incremental Term Loan Lender and the Lenders;
(g) At the time of and immediately after giving effect to this Amendment and the incurrence of the 2019 Incremental Term Loans, no Event of Default exists or will result therefrom; and
(h) At least three Business Day prior to the Restatement First Amendment Effective Date, includingif the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, then, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it the 2019 Incremental Term Loan Lender at least five Business Days prior to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement First Amendment Effective Date, and such notice the Borrower shall be conclusive and binding. Notwithstanding deliver to the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 Administrative Agent a certification regarding its beneficial ownership (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such timea “Beneficial Ownership Certification”).
Appears in 1 contract
Sources: First Lien Credit Agreement (Shift4 Payments, Inc.)
Conditions. The consummation This Amendment shall become effective on the date of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to the satisfaction of the following conditions precedent:precedent (such date, the “Third Amendment Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received an executed signature page to this Amendment from (i) each party hereto either applicable Credit Party, (Aii) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent Agent, (which may include telecopy transmission iii) the Additional Term B Lender (in the form of a signed signature page Lender Addendum (Additional Term Lender)) and each Converting Term Lender (in the form of this Agreementa Consenting Lender Addendum) that such party has signed and (iv) Lenders constituting the Requisite Lenders (in the form of a counterpart of this AgreementConsenting Lender Addendum).
(b) The Administrative Agent Agent, the Requisite Lenders, the Additional Term B Lender, and their respective counsel shall have received a originally executed copies of the favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇Lardner LLP, counsel for the BorrowerCredit Parties, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating substance satisfactory to the BorrowerAdministrative Agent, this Agreement, dated as of the Restated Term Loan Third Amendment Effective Date (and each Credit Agreement or the transactions contemplated Party hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests instructs such counsel to deliver such opinionsopinion to the Administrative Agent, the Requisite Lenders and the Additional Term B Lender).
(c) The Administrative Agent shall have received (i) copies of each Organizational Document for each Credit Party, certified as of a recent date prior to the Third Amendment Effective Date by the appropriate governmental official or, as applicable, by an officer of such Credit Party, (ii) signature and incumbency certificates of the officers of each Credit Party executing the Credit Documents to which it is a party, (iii) resolutions of the Board of Directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Amendment and the other Credit Documents to which it is a party, certified as of the Third Amendment Effective Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment, (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Third Amendment Effective Date, and (v) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counselrequest.
(d) The Administrative Agent shall have received a certificatereceived, dated at least five (5) Business Days in advance of the Restatement Third Amendment Effective Date Date, all documentation and signed other information required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including, without limitation, as required by the President, a Vice President or a Financial Officer Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement2001.
(e) The Administrative Agent All fees, expenses and other amounts due and payable to the Amendment Lead Arrangers, the Agents, the Additional Term B Lender and the Requisite Lenders on the Third Amendment Effective Date shall have received all amounts required been paid or shall have been authorized to be paid by deducted from the Borrower pursuant to Section 3 hereofproceeds of the funding of the Term B Loans.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment a certificate of all out-of-pocket expenses required to be reimbursed or paid by an Authorized Officer of the Borrower hereunder.
dated the Third Amendment Effective Date certifying that (ga) The Administrative Agent shall be satisfied that the Amendment representations and Restatement warranties contained in the Term Loan Credit Agreement and the other Credit Documents are true and correct in all material respects (Revolving Credit Agreementor in all respects, if qualified by materiality) dated on and as of the date hereof, with respect hereof to the Amended same extent as though made on and Restated Revolving as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties were true and correct in all material respects (or in all respects, if qualified by materiality) on and as of such earlier date, and (b) both before and after giving effect to the making of the Term B Loans, no Event of Default under the Term Loan Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among exists on the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Third Amendment and RestatementEffective Date.
(h) The Borrower shall have provided the Administrative Agent shall be satisfied that with a Funding Notice substantially in the 364-Day Revolving form of Exhibit A-1 to the Term Loan Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
no later than 10:00 a.m. (i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, ) at least three Business Days in advance of the Third Amendment Effective Date with respect to the borrowing of Additional Term B Loans (as defined in Exhibit A) on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)Third Amendment Effective Date.
Appears in 1 contract
Sources: Amendment (Douglas Dynamics, Inc)
Conditions. The consummation of This Amendment No. 4 shall become effective on the transactions set forth in Sections 3 and 4 of this Agreement date (the “Amendment Effective Date”); provided, that the Administrative Agent shall be subject to the satisfaction of the following conditions precedenthave received:
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart counterparts of this Agreement signed on behalf of such party or (B) written evidence satisfactory to Amendment No. 4 duly executed by the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed to Borrower, the Subsidiary Guarantors, the Administrative Agent and the percentage of Lenders required by the Credit Agreement;
(b) duly executed originals of a certificate of the Chief Executive Officer or Chief Financial Officer of the Borrower and each other Credit Party, dated as of the Restatement Effective Datedate hereof, stating that (A) of each of since November 30, 2003 (i) no event or condition has occurred or is existing which could reasonably be expected to have a Material Adverse Effect; (ii) no litigation has been commenced which, if successful, would have a Material Adverse Effect or could challenge any of the transactions contemplated by the Credit Agreement and the other Loan Documents; (iii) there have been no Restricted Payments made by the Borrower or any of its Subsidiaries other than in accordance with the Credit Agreement; and (iv) except as described in this Amendment No. 4, there has been no material increase in liabilities, liquidated or contingent, and no material decrease in assets of the Borrower or any of its Subsidiaries, and (B) all necessary governmental (domestic and foreign) and third party approvals in connection with the Credit Agreement and the transactions contemplated by this Amendment No. 4 have been obtained and remain in effect;
(c) without setoff, deduction or counterclaim, on account of each Lender that has executed and delivered (including delivery of way of facsimile) a copy of this Amendment No. 4 to the attention of ▇▇▇ ▇▇▇▇▇ ▇. at ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, counsel for Chicago, Illinois 60601, telecopy number ▇▇▇-▇▇▇-▇▇▇▇, at or prior to 12:00 noon (New York City time) on August 30, 2004 (the Borrower“Delivery Date”), substantially from the Borrower a non-refundable amendment fee (the “Amendment Fee”) in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating an amount equal to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing 0.25% of the Borrowersum of such Lender’s Revolving Commitment, Term A Loans and New Term B Loans as of the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory to the Administrative Agent and its counsel.Delivery Date; and
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by from the Borrower all fees and expenses of legal counsel due and payable pursuant to Section 3 hereof.
12.4 of the Credit Agreement (f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent then invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time).
Appears in 1 contract
Sources: Credit Agreement (Gencorp Inc)
Conditions. The consummation This Agreement shall become effective as of the transactions set forth in Sections 3 and 4 of this Agreement shall be subject to first date (the satisfaction “2016 Term B Refinancing Effective Date”) when each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent (or its counsel) shall have received from each party hereto either Loan Party, the Refinancing Term Lender (Awhich, immediately following the effectiveness hereof, constitute the Required Lenders) and the Administrative Agent (i) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include telecopy facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.;
(b) The the representations and warranties set forth in Section 4 above shall be true and correct as of the 2016 Term B Refinancing Effective Date;
(c) the Administrative Agent shall have received a written opinion certificate, dated the 2016 Term B Refinancing Effective Date and executed by a Responsible Officer of the Borrowers, confirming the accuracy of the representations and warranties set forth in Section 4 above;
(addressed to d) the Administrative Agent shall have received, on behalf of itself and the Lenders and dated the Restatement Effective Date) of Refinancing Term Lender, a favorable written opinion from each of (i) ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇ LLP, special counsel for the Loan Parties and (ii) ▇▇▇▇▇▇, General Counsel ▇▇▇▇▇ & Bockius, LLP, New York counsel for the Loan Parties, in each case (A) dated as of the Borrower2016 Term B Refinancing Effective Date, (B) addressed to the Administrative Agent and the Refinancing Term Lender and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to this Agreement as the Administrative Agent shall reasonably request;
(e) the Administrative Agent shall have received board resolutions and other customary closing certificates and documentation consistent with those delivered on the Third Amendment Effective Date and such additional customary documents and filings as the Administrative Agent may reasonably require to assure that the Refinancing Term Loans contemplated hereby are secured by the Collateral ratably with the existing Term B Loans;
(f) The Administrative Agent shall have received, for the account of the Refinancing Term Lender, an amount equal to 0.25% of the aggregate principal amount of the Refinancing Term Loans held by the Refinancing Term Lender as of the 2016 Term B Refinancing Effective Date, with such payment to be earned by, and payable to the Refinancing Term Lender on the 2016 Term B Refinancing Effective Date (iiwhich may be offset against the proceeds of the Term B Loan Refinancing).
(g) the payment of the Term B Loan Repayment Amount by the Borrowers to the Administrative Agent for the accounts of the existing Term B Lenders shall occur simultaneously with the Borrowing of such Refinancing Term Loans; and
(h) all reasonable and documented out-of-pocket fees and expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for ▇ LLP) owing by the Borrower, substantially in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating to the Borrower, this Agreement, the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, the authorization of this Agreement and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, all in form and substance satisfactory Borrowers to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming the representations and warranties set forth in paragraphs (a) and (b) of Section 5 of this Agreement.
(e) The Administrative Agent shall have received all amounts required to be paid by the Borrower pursuant to Section 3 hereof.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or invoiced prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Administrative Agent shall be satisfied that the Amendment and Restatement Agreement (Revolving Credit Agreement) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent hereof shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation of the transactions set forth been paid in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)full.
Appears in 1 contract
Conditions. The consummation of the transactions set forth in Sections 3 and 4 of this Agreement Revolving Commitment Increase shall be subject to not become effective until the satisfaction date on which each of the following conditions precedent:is satisfied or waived by the Additional Revolving Lenders (such date, the “Revolving Commitment Increase Effective Date”):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall have received a written opinion (addressed notice of borrowing with respect to the Administrative Agent and Funded Incremental Loans to be made on the Lenders and dated the Restatement Revolving Commitment Increase Effective Date) of each of (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, and (ii) ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially Date in the form of Exhibits B-1 and B-2, respectively, and covering such other matters relating the borrowing notice that would otherwise be required to be delivered under Section 2.2 of the Borrower, this Credit Agreement, ; provided that the Restated Term Loan Credit Agreement or the transactions contemplated hereby or thereby Funded Incremental Loans shall have Interest Periods as determined pursuant to Section 1(e).
(b) All reasonable out-of-pocket expenses of the Administrative Agent for which invoices have been presented (including the reasonable out-of-pocket expenses of legal counsel) that are required to be reimbursed in connection with this Amendment under Section 10.5 of the Credit Agreement shall reasonably request. The Borrower hereby requests such counsel to deliver such opinionshave been paid or reimbursed, as the case may be.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing Each of the Borrower, the authorization of representations and warranties made or deemed to be made in this Agreement Amendment shall be true and the Restated Term Loan Credit Agreement and any other legal matters relating to the Borrower, this Agreement or the Restated Term Loan Credit Agreement, correct in all in form and substance satisfactory to the Administrative Agent and its counselmaterial respects.
(d) The Administrative Agent shall have received a certificate, dated the Restatement Effective Date and signed by the President, a Vice President or a Financial Officer Each of the Borrower, confirming the representations and warranties conditions set forth in paragraphs Section 5.2 of the Credit Agreement shall be satisfied as of the Revolving Commitment Increase Effective Date (a) and (b) of Section 5 of this Agreementafter giving effect to any borrowings to be made on the Revolving Commitment Increase Effective Date).
(e) The Administrative Agent shall have received all amounts required After giving pro forma effect to the borrowings to be paid by made on the Borrower Revolving Commitment Increase Effective Date and to any change in Consolidated Adjusted EBITDA and any increase in Indebtedness resulting from the consummation of any Investment concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 3 hereof6.1(a) or (b) of the Credit Agreement, the Borrower shall be in compliance with each of the covenants set forth in Section 7.1 of the Credit Agreement.
(f) The Administrative Agent shall have received all fees and other amounts due and payable on or prior an executed legal opinion of (i) Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel to the Restatement Effective DateLoan Parties, including, (ii) Delaware counsel to the extent invoicedLoan Parties and (iii) general counsel to the Loan Parties, reimbursement or payment dated as of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunderRevolving Commitment Increase Effective Date and covering such matters as the Administrative Agent shall reasonably request.
(g) The Administrative Agent shall be satisfied have received reasonably satisfactory evidence that the Amendment and Restatement Agreement Board of Directors (Revolving Credit Agreementor such similar governing body) dated as of the date hereof, with respect to the Amended and Restated Revolving Credit Agreement dated as of October 6, 2004, as previously amended and restated as of November 5, 2004 and March 22, 2006, among the Borrower, Holdings and each other Loan Party has approved the lenders party there execution and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness delivery of this Amendment and Restatement.
(h) The Administrative Agent shall be satisfied that the 364-Day Revolving Credit Agreement dated as of the date hereof, among the Borrower, the lenders party there and JPMorgan Chase Bank, N.A., as administrative agent, shall become effective in accordance with its terms concurrently with the effectiveness of this Amendment and Restatement.
(i) The Administrative Agent shall have received all documentation and other information reasonably requested by it to satisfy the requirements of bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act. The Administrative Agent shall notify the Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the consummation performance of the transactions set forth in Sections 3 and 4 of this Agreement shall not become effective unless each of the foregoing conditions is satisfied at or prior to 3:00 p.m., New York City time, on August 3, 2007 (and, in the event such conditions are not so satisfied or waived, this Agreement shall terminate at such time)contemplated hereby.
Appears in 1 contract
Sources: Incremental Revolving Credit Facility Amendment (Crown Castle International Corp)