Effectiveness. This Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”): (a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and (b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.
Appears in 2 contracts
Sources: Credit Agreement (Comstock Resources Inc), Credit Agreement (Comstock Resources Inc)
Effectiveness. This Amendment Amended Agreement shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):Administrative Agent shall have received:
(a) The Administrative Agent shall have received counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages to this Amendment from the Borrowershall not have been received, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed in form satisfactory to it telegraphic, telex or other written confirmation from such party of execution of a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effectivehereof by such party); and;
(b) The the opinions of the General Counsel or Vice President – Legal Services of each Borrower substantially in the form of Exhibits E, F and G hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit H hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have confirmed been made or obtained and acknowledged to the Administrative Agent shall be, in each case, in full force and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct effect on and as of the date hereof as though made as Effective Date;
(e) all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(f) the Administrative Agent shall have received evidence satisfactory to it of the payment of all principal of and (iv) no Default interest on any loans outstanding under, and of all other amounts payable under, and of surrender for cancellation of any letter of credit outstanding under, the Existing 2003 Agreement; provided that this Agreement shall not become effective or Event be binding on any party hereto unless all of Default exists the foregoing conditions are satisfied not later than June 22, 2006. The Administrative Agent shall promptly notify the Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing 2003 Agreement comprising the “Required Banks” as defined in the Existing 2003 Agreement, and the Borrowers agree that the commitments under the Credit Existing 2003 Agreement or any shall terminate in their entirety simultaneously with and subject to the effectiveness of this Amended Agreement and that the accrued facility fees thereunder to but excluding the date of such effectiveness shall be payable on the date of such effectiveness. On the Effective Date, the Existing 2005 Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Effective Date, the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall continue to be governed by the provisions of the Existing 2005 Agreement. The Administrative Agent shall promptly notify the Borrowers and each Bank of the effectiveness of this Amended Agreement, and such notice shall be conclusive and binding on all parties hereto. With effect from and including the Effective Date, the Commitment of each Bank shall be the amount set forth opposite the name of such Bank in the Commitment Schedule attached hereto. On the Effective Date, any Bank party to the Existing 2005 Agreement which is not listed in the Commitment Schedule attached hereto (each, an “Exiting Bank”) shall cease to be a Bank party to the Existing 2005 Agreement, and all accrued fees and other Loan Documentsamounts payable under the Existing 2005 Agreement for the account of each Exiting Bank shall be due and payable on such date; provided that the provisions of Sections 8.03, 8.04 and 9.03 of the Existing 2005 Agreement shall continue to inure to the benefit of each Exiting Bank after the Effective Date. The participation of an Exiting Bank in each outstanding Letter of Credit shall terminate on the Effective Date, and the participating interests of each other Bank shall be redetermined on the basis of the Commitments under this Amendment Agreement as if such Letter of Credit had been issued on the Effective Date.
Appears in 2 contracts
Sources: Credit Agreement (Consolidated Edison Inc), Credit Agreement (Consolidated Edison Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 11.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of (i) Sidley & Austin, special counsel for the Company, substantially in the form of Exhibit E-1 hereto and (ii) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Company, substantially in the form of Exhibit E-2 hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) receipt by the Administrative Agent of evidence satisfactory to it that the Merger shall have been consummated in accordance with the Merger Agreement, without any amendment thereof or waiver thereto which (i) is material in the context of this Agreement and (ii) the Required Banks shall not have consented to in writing; and
(f) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Credit Agreements and of the termination of the commitments of the lenders thereunder;
(a). The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Imc Global Inc), Credit Agreement (Imc Global Inc)
Effectiveness. This Amendment shall become effective upon on the first date on which all (the "AMENDMENT NO. 3 EFFECTIVE DATE") when each of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):is satisfied:
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent from each of the Borrower and Lenders Banks comprising at least the Majority Lenders Required Banks of a counterpart hereof signed by such party or facsimile or other written confirmation (provided that, for the avoidance of doubt, if in form satisfactory to the Administrative Agent shall have received executed Agent) that such party has signed a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andhereof;
(b) The receipt by the Administrative Agent of $50,000,000 to be applied substantially simultaneously with the receipt thereof as prepayment of Term Loans or Working Capital Loans or both, as the Borrower shall have confirmed and acknowledged may elect, such prepayment to be funded by a substantially simultaneous cash contribution of equity capital to the Borrower by its partners or their Affiliates (the parties hereby agree that to the extent such prepayment is of the Term Loans, the amount thereof will be applied to subsequent Term Loan Installment Amounts in forward order of maturity or as the Borrower may otherwise elect by notice to the Administrative Agent and not later than the LendersAmendment No. 3 Effective Date), and by its execution and delivery of this Amendment, provided that the Borrower does hereby confirm and acknowledge may elect to defer satisfaction of the condition specified in this subsection (b) to a date not later than April 15, 2002 by notice to the Administrative Agent and the Lendersto that effect, that in which event (i) the executionAmendment No. 3 Effective Date will occur, delivery and performance of this Amendment has been duly authorized by all requisite corporate action shall become effective on the part date on which each of the Borrower other conditions specified in this Section 8 is satisfied and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement event that the condition specified in this subsection (b) is not satisfied on or prior to April 15, 2002, then this Amendment shall cease to be effective, and in the other Loan Documents are true and correct on and as for purposes of the date hereof as though made as of the date hereof; and (iv) no Default or determining whether an Event of Default exists under the Credit Agreement shall be deemed never to have been effective;
(c) receipt by the Administrative Agent of payment of (i) an amendment fee for the account of each Bank which shall have approved this Amendment on or prior to March 27, 2002 in an amount equal to 0.25% of such Bank's Total Exposure (after giving effect to any prepayment of the Term Loans on such date) and (ii) all fees and expenses invoiced not less than two Domestic Business Days prior to the Amendment No. 3 Effective Date payable by the Borrower in connection with this Amendment pursuant to Section 9.03 of the Credit Agreement or otherwise;
(d) receipt by the Administrative Agent of an instrument or instruments in form and substance reasonably satisfactory to the Administrative Agent pursuant to which the license to the Borrower of Intellectual Property Rights pursuant to the Borrower's Partnership Agreement is confirmed;
(e) receipt by the Collateral Agent of duly executed counterparts of each supplemental Collateral Document set forth in Exhibit A hereto, together with evidence reasonably satisfactory to it of the perfection of the Liens created thereby (or arrangements therefor) and of the payment by the Borrower of all filing fees and other expenses payable in connection therewith;
(f) receipt by the Administrative Agent of one or more opinions of counsel reasonably satisfactory to the Administrative Agent and its counsel covering the matters addressed in Exhibit B attached hereto with reference to the Loan DocumentsDocuments after giving effect to this Amendment; and
(g) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the legal authority for and the validity of the Agreement as amended hereby, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent; provided that the Amendment No. 3 Effective Date shall have occurred on or before March 31, 2002.
Appears in 2 contracts
Sources: Credit Agreement (Universal City Development Partners LTD), Credit Agreement (Universal City Development Partners LTD)
Effectiveness. This Amendment The Commitments shall become effective upon only when all the first date on which all of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):have been satisfied:
(a) The the Administrative Agent shall have received executed counterpart received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to this Amendment from the Administrative Agent confirming that such party has executed and delivered a counterpart hereof;
(b) receipt by the Administrative Agent of an opinion of McGuireWoods LLP, counsel for the Borrower, substantially in the form of Exhibit E-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent and Lenders comprising at least the Majority Lenders (provided thatof an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the avoidance Administrative Agent, substantially in the form of doubtExhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents as the Administrative Agent may reasonably request relating to the existence of the Borrower and its Subsidiaries, if the authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto all in form and substance satisfactory to the Administrative Agent;
(e) the Administrative Agent shall have received executed counterpart signature pages evidence satisfactory to this Amendment from it that all principal of any loans outstanding under, and all accrued interest and fees under, the Lenders comprising at least the Required Lenders, then the terms and conditions set forth Existing Credit Agreement shall have been paid in Section 3 of this Amendment shall also become effective)full; and
(bf) The Borrower shall have confirmed and acknowledged to the Administrative Agent shall have received payment of front end fees for the accounts of the Agents and the LendersBanks in the amounts heretofore mutually agreed; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than December 15, and by its execution and delivery of this Amendment2001. Promptly after the Effective Date occurs, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) Banks thereof, and each other Loan Document constitute valid such notice shall be conclusive and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsall parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Trigon Healthcare Inc), Credit Agreement (Trigon Healthcare Inc)
Effectiveness. This Amendment shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “First Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if on which the Administrative Agent shall have received the following documents or other items, each dated the First Amendment Effective Date unless otherwise indicated:
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from the Lenders comprising at least such party of execution of a counterpart hereof by such party), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank and (iii) the Required LendersBanks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, then substantially in the terms form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject to customary assumptions, qualifications and limitations;
(c) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3 3.03 of the Amended Credit Agreement have been satisfied as of the First Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance;
(d) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall also become effective); andhave received evidence thereof reasonably satisfactory to it;
(be) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and the LendersSyndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the First Amendment Effective Date;
(f) receipt by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the LendersBanks of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, that including, without limitation, the USA PATRIOT Act (iTitle III of Pub. L. 107-56; and
(g) receipt by the executionAdministrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, delivery the corporate authority for and performance the validity of this Amendment has been duly authorized by all requisite corporate action on in form and substance reasonably satisfactory to the part of Administrative Agent. The Administrative Agent shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank Parties of the date hereof as though made as of the date hereof; First Amendment Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex, facsimile transmission or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of evidence satisfactory to it that no loans are outstanding under the Existing Credit Agreement;
(d) receipt by the Agent of an opinion of the General Counsel or any Assistant General Counsel of the Borrower, substantially in the form of Exhibit E hereto;
(e) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit F hereto; and
(f) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided thatthat this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than September 20, for the avoidance of doubt, if the Administrative 1996. The Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement (as amended hereby) shall terminate in their entirety simultaneously with and each other Loan Document constitute valid subject to the effectiveness of this Agreement and legally binding agreements enforceable against that the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating obligated to or affecting pay on the enforcement of creditors’ rights generally and by general principles of equity; (iii) Effective Date the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of accrued facility fees thereunder to but excluding the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 2 contracts
Sources: Credit Agreement (At&t Capital Corp /De/), Credit Agreement (At&t Capital Corp /De/)
Effectiveness. This Amendment The obligations of the Banks to extend credit under this Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 11.05):
(a) receipt by the Syndication Agent of counterparts hereof and of each Loan Document signed by each of the parties hereto and thereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Syndication Agent in form satisfactory to it of telex, facsimile transmission or other written confirmation from such party of execution of a counterpart hereof or thereof by such party);
(b) receipt by the Syndication Agent of an opinion of J▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇, Esq., General Counsel of the Company, substantially in the form of Exhibit B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Syndication Agent of an opinion of Wachtell Lipton R▇▇▇▇ & K▇▇▇, special counsel for the Company, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Syndication Agent of evidence satisfactory to it that (i) all fees and expenses payable for the account of the Banks and the Agents and their affiliates on or before the Effective Date have been paid in full in the amounts previously agreed upon on or prior to the Effective Date and (ii) the commitments under the Existing Credit Agreements have been terminated and the principal of and interest on all loans and accrued fees outstanding thereunder have been paid in full; and
(e) receipt by the Syndication Agent of all documents it may reasonably request relating to the existence of the Loan Parties, the corporate authority for and the validity of this Agreement, the other Loan Documents and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Syndication Agent; provided that the Banks shall have no obligation to extend credit hereunder and their commitments under this Agreement shall become null and void unless all of the foregoing conditions are satisfied not later than November 14, 1999. The Administrative Syndication Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the BorrowerCompany, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for Banks of the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the LendersEffective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Ck Witco Corp), Credit Agreement (Ck Witco Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (or waived in accordance with Section 9.5 with the “Amendment Effective Date”consent of each Loan Party):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.5;
(c) receipt by the Administrative Agent of counterparts of the Guarantee Agreement signed by each of ▇▇▇▇ and Westvaco; and
(d) receipt by the Administrative Agent of (i) evidence that, prior to or simultaneously with the Effective Date, the Other Credit Agreement shall have become effective, and (ii) all documents it may reasonably request relating to the existence of the Borrower, the corporate authority of the Borrower or the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless not later than February 28, 2002 all of the foregoing conditions are satisfied (or waived in accordance with Section 9.5 with the consent of each Loan Party) and the Other Credit Agreement shall have become effective. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Meadwestvaco Corp), 364 Day Credit Agreement (Meadwestvaco Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The receipt by the Administrative Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of (i) an opinion of an associate general counsel of the Borrower, substantially in the form of Exhibit B-1 hereto and (ii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agents, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02;
(e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the limited liability company authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent and Lenders comprising at least the Majority Lenders Agent;
(provided that, for the avoidance of doubt, if f) receipt by the Administrative Agent shall have received executed counterpart signature pages of evidence satisfactory to this Amendment from it of the Lenders comprising at least payment of all principal of and interest on any loans outstanding under, and all accrued commitment fees under, the Required Lenders, then Existing Credit Agreements and the terms and conditions set forth in Section 3 cancellation or the expiration of this Amendment shall also become effective)any letter of credit issued thereunder; and
(bg) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and for the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part account of the Borrower and each other Loan Party; (ii) the Credit Agreement (Banks of participation fees as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties heretofore mutually agreed by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.Administrative Agent;
Appears in 2 contracts
Sources: Credit Agreement (Duke Energy Corp), Credit Agreement (Duke Energy Corp)
Effectiveness. This Amendment Agreement shall become effective and binding upon each Party at 12:00 a.m., prevailing Eastern Time, on the first Support Effective Date; which is the date on which all of the following conditions set forth have been satisfied or waived in accordance with this Section 5 are satisfied (the “Amendment Effective Date”):Agreement:
(a) The Administrative Agent Each of the Company Parties shall have received executed and delivered counterpart signature pages of this Agreement to counsel to each of the Parties;
(b) Each of the Consenting Lenders shall have executed and delivered counterpart signature pages to this Amendment from Agreement to counsel to the BorrowerCompany; provided that signature pages executed by Consenting Term Lenders shall be delivered to (x) other Consenting Lenders in a redacted form that removes such Consenting Lenders’ holdings of Loans, and (y) the Company, the Administrative Agent advisors to the Company and Lenders comprising at least (solely with respect to members of the Majority Lenders Consenting Lenders) Lender Counsel and Lender Financial Advisor in an unredacted form; provided, further, that such recipients shall not disclose the unredacted signature pages and shall keep such unredacted signature pages in strict confidence, except as required by law; provided further, however, that the Company may disclose publicly the aggregate principal amounts of Loans set forth on the signature pages hereto;
(provided that, for the avoidance of doubt, if the Administrative Agent c) The Company shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms paid all reasonable and conditions set forth in Section 3 documented fees and out of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed pocket expenses and acknowledged to the Administrative Agent all agreed and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part unpaid professional retainer amounts of the Borrower Lender Counsel and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto Lender Financial Advisor in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer fee letters or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties engagement letters for which an invoice has been received by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct Company on and as of or before the date hereof that is one (1) Business Day prior to the Support Effective Date;
(d) The SAPA shall have been executed by all parties thereto; and
(e) The Company shall have paid the Priming Consent Fee, as though made as applicable, in cash to the Loan Agent for the benefit of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentseach Consenting Lender.
Appears in 2 contracts
Sources: Restructuring Support Agreement (Garrett Motion Inc.), Restructuring Support Agreement (Garrett Motion Inc.)
Effectiveness. This Amendment shall become effective (a) Unless the Administrative Agent has received actual notice from any Lender that the conditions contained in Section 6.01 have not been met to its satisfaction, upon the first date on which all receipt by the Administrative Agent from Holdings, the other Borrowers, each of the Co-Collateral Agents and each of the Lenders a signed counterpart hereof (whether the same or different counterparts) at the Notice Office or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (confirmed in writing), written or telex notice (actually received) at such office that the same has been signed and mailed to it and upon the Administrative Agent’s good faith determination that the conditions contained in Section 6.01 have been met, then the Closing Date shall be deemed to have occurred, regardless of any subsequent determination that one or more of the conditions set forth in this Section 5 are satisfied thereto had not been met (although the “Amendment Effective Date”):
(a) The Administrative Agent occurrence of the Closing Date shall have received executed counterpart signature pages not release Holdings, any Borrower or any other Loan Party from any liability for failure to this Amendment from satisfy one or more of the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and applicable conditions set forth contained in Section 3 of this Amendment shall also become effective6.01); and.
(b) The Borrower obligation of each Lender to make Loans, and the obligation of each Issuing Lender to issue Letters of Credit shall have confirmed arise on the date (the “Funding Date”) which occurs after the Closing Date on which the conditions contained in Sections 6.02 and acknowledged 7 are met to the satisfaction of the Administrative Agent and the Required Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to . Unless the Administrative Agent and has received actual notice from any Lender that the Lendersconditions described in the preceding sentence have not been met to its satisfaction, upon the Administrative Agent’s good faith determination that (i) the executionconditions described in the immediately preceding sentence have been met, delivery and performance then the Funding Date shall be deemed to have occurred, regardless of this Amendment has been duly authorized by all requisite corporate action on the part any subsequent determination that one or more of the conditions thereto had not been met (although the occurrence of the Funding Date shall not release Holdings, any Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each or any other Loan Party that is a party thereto from any liability for failure to satisfy one or more of the applicable conditions contained in accordance with their respective termsSection 6.02). The Administrative Agent will give Holdings, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or the other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower Borrowers and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Lender prompt written notice of the date hereof as though made as occurrence of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsFunding Date.
Appears in 2 contracts
Sources: Abl Credit Agreement (Smurfit Stone Container Corp), Abl Credit Agreement (Smurfit Stone Container Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex, facsimile transmission or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of evidence satisfactory to it that no loans are outstanding under the Existing Credit Agreement;
(d) receipt by the Agent of an opinion of the General Counsel or any Assistant General Counsel of the Borrower, substantially in the form of Exhibit E hereto;
(e) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit F hereto; and
(f) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided thatthat this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 7, for the avoidance of doubt, if the Administrative 1995. The Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement (as amended hereby) shall terminate in their entirety simultaneously with and each other Loan Document constitute valid subject to the effectiveness of this Agreement and legally binding agreements enforceable against that the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating obligated to or affecting pay on the enforcement of creditors’ rights generally and by general principles of equity; (iii) Effective Date the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of accrued facility fees thereunder to but excluding the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 2 contracts
Sources: Credit Agreement (At&t Capital Corp /De/), Credit Agreement (At&t Capital Corp /De/)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of the General Counsel of the Borrower, given upon the express instructions of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, Special Counsel for the Borrower, given upon the express instructions of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(f) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(bg) The Borrower shall have confirmed receipt by the Agent of evidence satisfactory to it of the payment of all principal of and acknowledged to the Administrative Agent and the Lendersinterest on any loans outstanding under, and by its execution and delivery of this Amendmentall other amounts payable under, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Existing Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating subject to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.Section 3.03 below);
Appears in 2 contracts
Sources: 364 Day Credit Agreement (American Stores Co /New/), Multi Year Credit Agreement (American Stores Co /New/)
Effectiveness. This Amendment Agreement shall become effective upon on the first date (the "Effective Date") on which all of the conditions set forth in this Section 5 are satisfied (Agent shall have received the “Amendment following documents or other items, each dated the Effective Date”):Date unless otherwise indicated:
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of ▇▇▇▇ ▇▇▇ List, Esq., General Counsel of the Borrower, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Agent;
(d) receipt by the Agent of an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Borrower, substantially in the form of Exhibit G hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Agent;
(e) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request, such opinion to be in form and substance satisfactory to the Agent;
(f) receipt by the Agent of a certificate signed by the Chief Financial Officer or the Governor and an Assistant Secretary-Treasurer or the Controller of the Borrower to the effect set forth in clauses (c) through (g), inclusive, of Section 3.02 and, in the case of clauses (c), (e) and (g), setting forth in reasonable detail the calculations required to establish such compliance;
(g) receipt by the Agent, with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to the Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Agreement are in full force and effect, and the Agent shall have received executed counterpart signature pages evidence thereof reasonably satisfactory to this Amendment from it;
(h) evidence satisfactory to the Required Banks that the Commitments, as defined in the Prior Credit Agreement, have been terminated (except that Sections 2.13, 7.05, 7.06, 8.03 and 9.03 (and Section 2.12 and Article 9 insofar as such Section or Article relates to such Sections 2.13, 7.05, 7.06, 8.03 and 9.03, as applicable)) of the Prior Credit Agreement shall survive the termination of such Commitments and shall remain in full force and effect) and all amounts owed under the Prior Credit Agreement have been paid in full; and
(i) receipt by the Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided thatvalidity of this Agreement and the Notes, for and any other matters relevant hereto, all in form and substance satisfactory to the avoidance of doubt, if the Administrative Agent. The Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Effectiveness. (a) This Amendment Agreement shall become effective on ------------- the date (the "Effective Date") on which (i) Holdings, the Borrower, each -------------- Subsidiary Guarantor, each of the Banks, the Required Banks (determined immediately before the occurrence of the Effective Date) (or the consent of the Required Banks is obtained) and each of the Agents shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile device) the same to the Administrative Agent at its Notice Office and (ii) the conditions contained in Sections 5, 6 and 13.10(b) are met to the satisfaction of the Agents and the Required Banks (determined immediately after the occurrence of the Effective Date). Unless the Administrative Agent has received actual notice from any Bank that the conditions contained in Sections 5 and 6 have not been met to its satisfaction, upon the first date on which all satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Agents good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Effective Date shall have been deemed to have occurred, regardless of any subsequent determination that one or more of the conditions set forth thereto had not been met (although the occurrence of the Effective Date shall not release the Borrower, Holdings or any Subsidiary Guarantor from any liability for failure to satisfy one or more of the applicable conditions contained in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) or 6). The Administrative Agent shall have received executed counterpart signature pages to this Amendment from will give the Borrower, Borrower and each Bank prompt written notice of the Administrative Agent and Lenders comprising at least occurrence of the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andEffective Date.
(b) The Borrower On the Effective Date, each Bank shall have confirmed and acknowledged delivered to the Administrative Agent and for the Lenders, and by its execution and delivery account of this Amendment, the Borrower an amount equal to the Term Loans and Revolving Loans to be made by such Bank on the Effective Date. Notwithstanding anything to the contrary contained in this Section 13.10(b), in satisfying the foregoing condition, unless the Agent shall have been notified by any Bank prior to the occurrence of the Effective Date that such Bank does hereby confirm and acknowledge not intend to make available to the Administrative Agent such Bank's Term Loans and Revolving Loans required to be made by it on such date, then the LendersAdministrative Agent may, that (i) the executionin reliance on such assumption, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of make available to the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto corresponding amounts in accordance with their respective termsthe provisions of Section 1.04, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting and the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties making available by the Borrower and each other Loan Party Agent of such amounts shall satisfy the condition contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsthis Section 13.10(b).
Appears in 2 contracts
Sources: Credit Agreement (Coinmach Corp), Credit Agreement (Coinmach Laundry Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.5):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed from each of the Borrower, each Issuing Bank and the Banks (x) a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andAgreement signed on behalf of such Person or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such Person has signed a counterpart of this Agreement;
(b) The Borrower shall have confirmed receipt by the Administrative Agent of written opinions (each dated the Effective Date and acknowledged addressed to the Administrative Agent and the Lenders, and by its execution and delivery ) of this Amendment, (i) the General Counsel of the Borrower does hereby confirm and acknowledge (ii) Hunton & ▇▇▇▇▇▇▇▇, special New York counsel for the Borrower, in each case in form and substance satisfactory to the Administrative Agent and the LendersLenders covering such matters relating to the Borrower, that the Loan Documents and the transactions contemplated hereby as they may require;
(c) all Existing Bank Debt shall be paid in full, all Liens, if any, securing the same and all commitments thereunder shall be terminated, and the Administrative Agent shall have received satisfactory evidence of the foregoing;
(d) all fees payable to the Lenders and the Agents on the Effective Date, and the reasonable fees and expenses of counsel to the Administrative Agent incurred in connection with the preparation, negotiation and closing of the Loan Documents, shall have been paid;
(e) the Administrative Agent shall have received (i) the execution, delivery and performance a certificate of this Amendment has been duly authorized by all requisite corporate action on the part of good standing with respect to the Borrower from the Secretary of State of its state of incorporation, and each other Loan Party; (ii) a certificate of the Credit Agreement Secretary or an Assistant Secretary of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, attaching (as amended herebyA) organizational documents, (B) resolutions authorizing the Loan Documents and the transactions contemplated thereby which are in full force and effect, and (C) containing an incumbency certification with respect to each other officer thereof signing any Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; Document;
(iiif) the representations and warranties by the Borrower and each other Loan Party contained set forth in the Credit Agreement and in the other Loan Documents Article 4 are true and correct on and as of the date hereof as though made as of the date hereofEffective Date; and and
(ivg) no Default shall have occurred and be continuing on the Effective Date. Notwithstanding anything to the contrary contained in this Section 3.1, this Agreement shall not become effective or Event of Default exists under the Credit Agreement or be binding on any party hereto unless not later than November 1, 2009, all of the other Loan Documentsforegoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the Banks party to the Existing Agreements, to the extent that the Banks constitute “Required Banks” thereunder, hereby agree that the commitments to extend credit thereunder shall terminate automatically upon the Effective Date. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (MEADWESTVACO Corp), Credit Agreement (MEADWESTVACO Corp)
Effectiveness. This Amendment The Commitments shall become effective upon only when all the first date on which all of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):have been satisfied:
(a) The the Administrative Agent shall have received executed counterpart received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders confirming that such party has signed a counterpart hereof;
(provided that, for the avoidance of doubt, if b) the Administrative Agent shall have received executed counterpart signature pages an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to this Amendment from the Lenders comprising at least Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required LendersLenders may reasonably request;
(c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, then special counsel for the terms Administrative Agent, substantially in the form of Exhibit F hereto, and conditions set forth covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in Section 3 the amount heretofore mutually agreed;
(e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(bf) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lendersshall have received evidence satisfactory to it that all principal of any loans outstanding under, and by its execution all accrued interest and delivery of this Amendmentfees under, the Borrower does hereby confirm and acknowledge to Existing Credit Agreements shall have been paid in full; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, 2004. Promptly after the Effective Date occurs, the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) Lenders thereof, and each other Loan Document constitute valid such notice shall be conclusive and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsall parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Marathon Oil Corp), Credit Agreement (Marathon Oil Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank requesting such, of a duly executed Note dated on or before the Effective Date;
(c) receipt by the Agent of an opinion of ▇▇▇ ▇. ▇▇▇, Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Borrower, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required ▇▇▇▇▇ may reasonably request;
(d) receipt by the Agent of an opinion of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, outside counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of evidence satisfactory to it of (i) the payment of all principal of and interest on any loans outstanding under, and of all accrued fees under the Existing Five-Year Agreement, and (ii) the satisfaction of all obligations, termination of all commitments under, and cancellation or expiration of, the Existing Five-Year Agreement;
(f) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(g) receipt by the Agent of a certificate signed by the treasurer or assistant treasurer of the Borrower certifying that since January 30, 2021 there shall not have occurred any material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. Without limiting the generality of the provisions of Section 7.05, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received executed counterpart signature pages notice from such Bank prior to this Amendment from the Borrower, proposed Effective Date specifying its objection thereto. Promptly after the Administrative Agent and Lenders comprising at least Effective Date the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged deliver to the Administrative Agent and Borrower for cancellation the Lenderspromissory note of each lender under the Existing Five-Year Agreement, and by or, in lieu thereof, a lost note affidavit from any such lender which does not return its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge promissory note to the Administrative Agent. The Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank of the date hereof as though made as effectiveness of the date hereof; this Agreement, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Five Year Credit Agreement (Target Corp), Five Year Credit Agreement (Target Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent the Loan Documents, including schedules, exhibits and other support documentation, shall have received executed counterpart signature pages be satisfactory to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and there shall have been delivered to the LendersAdministrative Agent a counterpart of each of the Loan Documents executed by each party thereto;
(b) the Lenders shall have reviewed, and by its execution and delivery of this Amendmentbe satisfied with, the final terms and conditions and the documentation relating to the Acquisition, including, without limitation, the Acquisition Documents and the Refinancing and any amendments or other modifications thereto, and the ownership, corporate, legal, tax, management and capital structure of the Borrower does hereby confirm and acknowledge its Subsidiaries (after giving effect to the Transactions). The Transactions shall be consummated concurrently with the initial funding of the Loans in accordance with the Acquisition Documents without waiver or amendment thereof unless consented to by the Arranger and the Required Lenders;
(c) after giving effect to the Transactions contemplated hereby, none of the Borrower or any of its Subsidiaries shall have outstanding any Debt or preferred stock other than (i) Debt hereunder and (ii) existing bank Debt of the Borrower of up to $150 million;
(d) the Lenders shall be satisfied that the aggregate amount of the funds available to the Borrower under this Agreement shall be sufficient to (i) consummate the Acquisition, (ii) consummate the Refinancing, (iii) pay all fees, commissions and expenses payable in connection with the Transactions and (iv) provide adequate working capital and capital expenditure funds and availability;
(e) the Lenders shall have received, reviewed and be satisfied with (i) the financial statements described in Section 4.04, (ii) the 5-year forecasts of the financial performance of the Borrower, the Acquired Business and their respective Subsidiaries and (iii) the pro forma financial statements of the Borrower in the form requested by the Administrative Agent and the LendersArranger;
(f) the Lenders shall be satisfied that the Acquisition, the initial Borrowings hereunder and the other transactions contemplated hereby shall be in full compliance with all legal requirements, including, without limitation, Regulations T, U and X of the Board of Governors of the Federal Reserve System, and that all necessary governmental and third party approvals in connection with such Borrowings, the Acquisition and such other transactions, to the extent applicable, shall have been obtained and remain in effect;
(g) the Lenders shall have received satisfactory evidence of compliance (to the extent applicable) with all applicable U.S. federal, state and local laws and regulations, including all applicable environmental laws and regulations;
(h) there shall be no litigation by any entity (private or governmental) pending or threatened (i) with respect to this Agreement, the other financing arrangements for the Transactions or any other transactions contemplated hereby (including, without limitation, the Acquisition or the Refinancing) or (ii) which the Lenders shall reasonably determine could have a material adverse effect on the condition (financial and other), business, operations, assets, liabilities or prospects of the Borrower and its Subsidiaries, taken as a whole, after giving effect to the Transactions;
(i) the executionLenders shall have received satisfactory legal opinions from counsel for the Borrower substantially in the form of Exhibit B-1 and Exhibit B-2; and
(j) all costs, delivery fees, expenses (including, without limitation, reasonable legal fees and performance expenses, the reasonable fees and expenses of appraisers, consultants and other advisors and all Fees payable pursuant to the Fee Letter) and other compensation payable to the Administrative Agent or the Arranger shall have been paid to the extent due; provided that this Amendment has been duly authorized by Agreement shall not become effective or be binding on any party hereto unless all requisite corporate action on of the part of foregoing conditions are satisfied not later than October 18, 2001. The Administrative Agent shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Lenders of the date hereof as though made as of the date hereof; Closing Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Wiley John & Sons Inc), Credit Agreement (Wiley John & Sons Inc)
Effectiveness. This Amendment shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Third Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if on which the Administrative Agent shall have received the following documents or other items, each dated the Third Amendment Effective Date unless otherwise indicated:
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from the Lenders comprising at least such party of execution of a counterpart hereof by such party), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank and (iii) the Required LendersBanks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of an opinion of the General Counsel of the Borrower, then substantially in the terms form of Exhibit F to the Existing Credit Agreement, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, shall be furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject to customary assumptions, qualifications and limitations;
(c) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, the Treasurer, an Assistant Secretary-Treasurer, the Controller or the Vice President, Capital Markets Relations of the Borrower to the effect that the conditions set forth in clauses (c) through (g), inclusive, of Section 3 3.03 of the Amended Credit Agreement have been satisfied as of the Third Amendment Effective Date and, in the case of clauses (c), (d) and (g), setting forth in reasonable detail the calculations required to establish such compliance;
(d) receipt by the Administrative Agent of a certificate of an officer of the Borrower acceptable to the Administrative Agent stating that all consents, authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall also become effective); andhave received evidence thereof reasonably satisfactory to it;
(be) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and the LendersSyndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each Non-Extending Bank, required to be paid in the respective amounts heretofore mutually agreed in writing, and all expenses required to be reimbursed pursuant to the terms of the Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Third Amendment Effective Date;
(f) receipt by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the LendersBanks of a Beneficial Ownership Certification on the Third Amendment Effective Date and all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, that including, without limitation, the USA PATRIOT Act (iTitle III of Pub. L. 107-56) and the executionFinCEN beneficial ownership regulations under the Beneficial Ownership Regulation; and
(g) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, delivery the corporate authority for and performance the validity of this Amendment has been duly authorized by all requisite corporate action on in form and substance reasonably satisfactory to the part of Administrative Agent. The Administrative Agent shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank Parties of the date hereof as though made as of the date hereof; Third Amendment Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 2 contracts
Sources: Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Revolving Credit Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of (i) an opinion of the General Counsel to the Company, substantially in the form of Exhibit A hereto, and Lenders comprising at least (ii) an opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Majority Lenders Company, substantially in the form of Exhibit B hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(provided thatc) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Administrative Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement, the borrowing of the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) receipt by the Administrative Agent of payment of participation fees for the avoidance account of doubtthe Banks in the respective amounts heretofore mutually agreed; and
(f) the entire principal amount of any loans outstanding under the Existing Credit Agreement, if together with accrued interest, fees and other amounts in respect thereof, shall have been paid in full, and the Administrative Agent shall have received executed counterpart signature pages a certificate in form satisfactory to this Amendment it from the Lenders comprising at least Company to such effect; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the Required Lendersforegoing conditions are satisfied not later than March 16, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) 2009. The Borrower shall have confirmed and acknowledged to the Administrative Agent shall promptly notify the Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 2 contracts
Sources: Credit Agreement (Rockwell Automation Inc), 364 Day Credit Agreement (Rockwell Automation Inc)
Effectiveness. This Amendment Agreement shall become effective upon the first date as ------------- of December 1, 1997 on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 execution of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to Agreement by the Administrative Agent and the Lenders, Borrower and receipt by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent of counterparts of this Agreement signed by the other Agents and the LendersBanks listed on the signature pages hereto (or, that in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form reasonably satisfactory to it of telecopied, telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party) and (b) receipt by the Administrative Agent of evidence of termination by the Borrower of the "Commitments" of the "Banks" under and as such terms are defined in the Borrower's $400,000,000 Amended and Restated Credit Agreement dated as of June 27, 1995, as amended, among the Borrower, the Agents (or the predecessors thereof) and the other financial institutions party thereto, and the payment of all fees and other "Obligations" becoming due and payable thereunder as a result of such termination; provided, -------- however, the respective obligations hereunder of the Banks to make their initial ------- Loans and of the Issuing Bank to issue its intial Letter of Credit shall be subject to the satisfaction of the following conditions precedent on or prior to the date of any such Credit Event (or the waiver thereof in accordance with Section 9.05):
(i) receipt by the execution, delivery Administrative Agent of (1) certified copies of the Certificate of Incorporation and performance of this Amendment has been duly authorized by all requisite corporate action on the part By-Laws of the Borrower and each the resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated hereby, (2) certified copies of the Equistar Partnership Agreement and (3) such other Loan Party; documents as the Administrative Agent or the Required Banks may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(ii) receipt by the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against Administrative Agent of a Certificate of Incumbency dated on or after the Effective Date executed by the Secretary or an Assistant Secretary of the Borrower in substantially the form of Exhibit 3.01(ii), setting forth the name, title and specimen signature of each Authorized Officer or Authorized Representative of the Borrower (1) who has signed this Agreement on behalf of the Borrower, (2) who will sign the Notes on behalf of the Borrower or (3) who will, until replaced by another officer or representative duly authorized for that purpose, act as the representative of the Borrower for the purposes of signing documents and giving notices and other Loan Party that is a party thereto communications by the Borrower in accordance connection with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting this Agreement and the enforcement of creditors’ rights generally and by general principles of equity; transactions contemplated hereby;
(iii) the representations and warranties receipt by the Borrower and each other Loan Party contained in Administrative Agent of a certificate dated on or after the Credit Agreement and in Effective Date signed by the other Loan Documents are true and correct on and as Chief Executive Officer or Chief Administrative Officer of the date hereof as though made as of Borrower to the date hereof; effects set forth in clauses (iii) and (iv) no Default of Section 3.02;
(iv) receipt by the Administrative Agent of an opinion of the Chief Corporate Counsel of the Borrower dated on or Event after the Effective Date in substantially the form of Default exists under Exhibit 3.01(iv) and covering such additional matters relating to the Credit Agreement transactions contemplated hereby as the Required Banks may reasonably request;
(v) receipt by the Agents of an opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇ L.L.P., counsel for the Agents, dated on or after the Effective Date in substantially the form of Exhibit 3.01(v) and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(vi) receipt by the Administrative Agent of a certificate dated on or after the Effective Date signed by the Chief Executive Officer or any Vice President of LRC to the other Loan Documents.effect that LRC is not in default in its material obligations pursuant to the LCR Regulations;
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which that all of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 10.04):
(a) The Administrative receipt by the Agent shall have received executed from each of the parties hereto of either (i) a counterpart signature pages hereof signed by such party or (ii) telegraphic, telex or other written confirmation, in form satisfactory to this Amendment from the BorrowerAgent, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed confirming that a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andhereof has been signed by such party;
(b) The receipt by the Agent of a certificate signed by the Vice Chairman for Strategy and Finance or the Vice President, Finance of each of the Borrower shall have confirmed and acknowledged the Guarantor, dated the Effective Date, to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, effect that (i) the execution, delivery no Default has occurred and performance of this Amendment has been duly authorized by all requisite corporate action on the part is continuing as of the Borrower Effective Date and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by of the Borrower and each other Loan Party contained the Guarantor set forth in Article IV hereof are true in all material respects on, and as of, the Effective Date; 33 29
(c) receipt by the Agent of an opinion of Will▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower and the Guarantor and given upon the Borrower's and the Guarantor's express instructions, and of Davi▇ ▇▇▇▇ & Ward▇▇▇▇, ▇▇ecial counsel to the Borrower and the Guarantor, and given upon the Borrower's and the Guarantor's express instructions substantially in the Credit Agreement forms of Exhibits E-1 and E-2 hereto, respectively;
(d) receipt by the Agent of an opinion of Cravath, Swaine & Moor▇, ▇▇ecial counsel to the Agent, substantially in the other Loan Documents are true and correct on and as form of Exhibit F hereto; and
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the date hereof as though made as Borrower and the Guarantor, the corporate authority for and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the date hereof; foregoing conditions are satisfied not later than May 3, 1999. The Agent shall promptly notify the Borrower and (iv) no Default or Event of Default exists under the Credit Agreement or any Banks of the other Loan DocumentsEffective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Aetna Inc)
Effectiveness. (a) This Amendment shall become effective upon the first date on which all as of the conditions date first set forth in this Section 5 are satisfied above (the “Second Amendment Effective Date”):
(a) The Administrative when the Agent shall have received the following documents, each dated the Second Amendment Effective Date unless otherwise indicated:
(i) receipt by the Agent of counterparts hereof signed by the Borrower and each Bank (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(ii) receipt by the Agent of all documents the Required Banks may reasonably request relating to the existence of the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, corporate authority for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery validity of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Original Agreement (as amended hereby) and each the Notes, and any other Loan Document constitute valid matters relevant hereto, all in form and legally binding agreements enforceable against substance satisfactory to the Agent; and
(iii) receipt by the Agent, for the account of the Banks, of all fees accrued to but excluding the Second Amendment Effective Date for the account of the Agent pursuant to Section 2.08(b) of the Original Agreement.
(b) The Agent shall promptly notify the Borrower and each other Loan Party that is a party thereto in accordance with their respective termsthe Banks of the occurrence of the Second Amendment Effective Date, except as and such enforceability may notice shall be limited by bankruptcyconclusive and binding on all parties hereto.
(c) On and after the Second Amendment Effective Date, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement rights and obligations of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties parties hereto shall be governed by the Borrower Original Agreement, as amended by this Amendment; provided, that rights and each other Loan Party obligations of the parties hereto with respect to the period prior to the Second Amendment Effective Date shall continue to be governed by the provisions of the Original Agreement; and provided further, that all references to the date hereof or the date of this Agreement contained in the Credit Original Agreement and in shall be deemed to refer to the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsSecond Amendment Effective Date.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Effectiveness. This Amendment The amendments to the Credit Agreement set forth in Section 1 hereof and the consents set forth in Section 2 hereof shall become effective upon on the first date on which all (the "Effective Date") that each of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):precedent has been satisfied:
(a) The Administrative the Agent shall have executed and delivered a counterpart of this Amendment and received duly executed counterpart signature pages to counterparts of this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance each Subsidiary of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm that is a party to any Credit Document and acknowledge as many of the Banks as shall be necessary to comprise the Administrative Agent and "Required Banks" or the Lenders"Required Class Creditors", that as the case may be;
(i) the executionExchange Agreement and all agreements, delivery instruments and performance other documents entered into by the Borrower and/or the Purchasers in connection therewith (including, without limitation, the Certificate of Designation for the Class B Convertible Preferred Stock to be issued pursuant to the Exchange Agreement, collectively, the "New Equity Documents"), and all amendments to, and other deviations in the New Equity Documents from, the execution copies of the New Equity Documents delivered to the Agent prior to the New Agent's execution of this Amendment has been duly authorized by all requisite corporate action either shall not have an adverse effect on the part of Banks in any way or shall be reasonably satisfactory in form and substance to the Borrower and each other Loan PartyAgent; (ii) the Credit Exchange Agreement (as amended hereby) and each all of the other Loan Document constitute valid New Equity Documents shall be in full force and legally binding agreements enforceable against the Borrower effect; and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations aggregate amount of fees (other than reimbursements of costs and warranties expenses, including legal fees) required to be paid from time to time by the Borrower to investment banks, brokers, finders, the Purchasers and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.the
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, special counsel for the Borrower, substantially in the form of Exhibit E-1 hereto, and of an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit E-2 hereto;
(d) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit F hereto;
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Agent; and
(bf) The Borrower receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on loans outstanding under the Prior Agreement (other than any "MONEY MARKET LOANS" outstanding under the Prior Agreement and held by Banks party to this Agreement, which shall have confirmed remain outstanding with the same terms as to amount, interest and acknowledged maturity established pursuant to the Administrative Agent and the Lenders, and by its execution and delivery Prior Agreement but which shall for purposes of this AmendmentAgreement be deemed to be Money Market Loans made hereunder), the Borrower does hereby confirm and acknowledge together with facility fees thereunder accrued to the Administrative Agent Effective Date and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.amounts payable thereunder;
Appears in 1 contract
Effectiveness. This Amendment a. No provision of this Agreement or the obligations herein of the Parties (other than as set forth in Section 17.d. of this Agreement) shall become be effective upon until the first date on which satisfaction of all of the following conditions (each, a “Condition” and, collectively, the “Conditions”):
i. the Canadian Court has entered orders, the form and substance of which are acceptable to NNI, the Creditors’ Committee and Bondholders’ Committee:
(A) approving the entirety of this Agreement and all provisions hereof;
(B) authorizing NNL to enter into the Canadian APA and to take all actions necessary to comply with its obligations thereunder, including the establishment of the Account Payable (as defined herein);
(C) allowing the NNI Claim with the priorities as set forth in Section 10 of this Agreement and declaring that the Canadian Debtors, and the Monitor, have waived their rights at law, in equity or otherwise to setoff against or in any way reduce the NNI Claim, and that the NNI Claim and such waiver shall bind any trustee, receiver or similar individual appointed in any subsequent proceedings of the Canadian Debtors;
(D) confirming that the Account Payable and the NNI Claim shall not have the benefit of any of the Charges (as such term is defined in the Initial Order, dated January 14, 2009, of the Canadian Court issued in the Canadian Proceedings, as the same may be amended and restated from time to time (the “Initial Order”)) except to the extent set forth in the last paragraph of Section 10 and Section 22.ii. of this Agreement; and
(E) approving an one-year extension of the Amended and Restated Revolving Loan Agreement dated March 27, 2009 among Nortel Networks Ltd., Nortel Networks Inc. and Nortel Networks Technology Corporation (the “NNI Loan”) through December 31, 2010 (the “NNI Loan Extension”).
ii. the US Court has entered orders, the form and substance of which are acceptable to the Creditors’ Committee, Bondholders’ Committee, the Monitor and NNL:
(A) approving the entirety of this Agreement and all provisions hereof;
(B) authorizing NNI to enter into the US APA and to take all actions necessary to comply with its obligations thereunder;
(C) approving a stipulation resolving and allowing the claims of the IRS against the US Debtors in the US Proceedings, in an amount acceptable to the Creditors’ Committee and the Bondholders’ Committee; and
(D) approving the NNI Loan Extension.
iii. the orders of the Canadian Court and US Court in respect of Section 17.a.i. and Section 17.a.ii. shall have each become a Final Order, where “Final Order” means the order has been approved and entered by the Canadian Court and/or US Court, as applicable, and is no longer subject to appeal, writ of certiorari, reargument, rehearing, motion to vary or set aside or, in the event that a timely appeal has been noticed, or a timely writ of certiorari, reargument or rehearing, or a motion to vary or set aside has been sought with regard to such order, then the order has been affirmed by the highest court to which the order was appealed and the time to take any further appeal, to petition for writ of certiorari or to move for reargument, rehearing, or to vary or set aside has expired.
iv. NNL shall have entered into the Canadian APA with the CRA;
v. NNI shall have entered into the US APA with the IRS; and
vi. the Account Payable shall have been established by NNL.
b. Upon satisfaction of the Conditions, all provisions of this Agreement shall be effective as of the date of the satisfaction of the last Condition.
c. Each Party hereto shall:
i. use commercially reasonable efforts to satisfy the Conditions as soon as possible, taking into account the availability of the respective Courts to address the matters set forth in this Section 5 are satisfied Agreement (without prejudice to the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from generality of the Borrowerforegoing, in the case of the Monitor, the Administrative Agent Monitor agrees to prepare and Lenders comprising at least file with the Majority Lenders (provided thatCanadian Court in advance of a hearing on this Agreement a report describing and supporting the Agreement);
ii. keep all other Parties, for the avoidance Creditors’ Committee and the Bondholders’ Committee reasonably apprised of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from progress of the Lenders comprising at least satisfaction of the Required Lenders, then Conditions and provide such other information regarding the terms and conditions set forth in Section 3 satisfaction of this Amendment shall also become effective)the Conditions as reasonably requested by other Parties; and
(b) The Borrower shall have confirmed and acknowledged iii. use commercially reasonable efforts to allow any other Party, the Creditors’ Committee or the Bondholders’ Committee which so requests in writing reasonable participation in connection with any proceedings in any Court related to the Administrative Agent and satisfaction of the LendersConditions.
d. Notwithstanding any of the foregoing, and by its execution and delivery the following provisions of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made effective as of the date hereof; : Sections 9.c., 17.c., 17.d., 17.e., 18, 19, 20, 22(iii)(A), 23, 24, 25 and (iv) no Default or Event of Default exists under 30.
e. No Condition may be waived by the Credit Agreement or any Parties without the express written consent of the other Loan DocumentsCreditors’ Committee and the Bondholders’ Committee.
Appears in 1 contract
Sources: Funding and Settlement Agreement
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of an opinion of each of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President and Chief Corporate Counsel of the Guarantor, substantially in the form of Exhibit E hereto, (ii) Beghin & ▇▇▇▇▇▇ in association with ▇▇▇▇▇ & Overy, special Luxembourg counsel for the Borrower, substantially in the form of Exhibit F hereto and (iii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Bermuda counsel for the Guarantor, substantially in the form of Exhibit G hereto;
(c) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower and the Guarantor, the corporate authority for and the validity of this Agreement and the Promissory Notes, and any other matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Agent;
(e) arrangements satisfactory to the Agent shall have received executed counterpart signature pages to this Amendment from been made for the Borrowerpayment of all principal of any loans outstanding under, and all accrued interest and fees under, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective)Existing Agreement; and
(bf) The Borrower arrangements satisfactory to the Agent shall have confirmed and acknowledged to been made for the Administrative Agent and payment of participation fees for the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part account of the Borrower Banks in the respective amounts heretofore mutually agreed; PROVIDED that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than February 9, 2001. The Agent shall promptly notify the Borrower, each Bank and each other Loan Party; (ii) party to the Credit Existing Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of Effective Date, and such notice shall be conclusive and binding on all parties to the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Financing Documents.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.5):
(a) The receipt by the Administrative Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telecopy or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent for the account of each Bank requesting a Note of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.5;
(c) receipt by the Administrative Agent of a certificate of the chief financial officer or the treasurer of the Borrower stating that the representations and warranties of the Borrower set forth in Article IV hereof are true in all material respects as of the date of such certificate;
(d) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Senior Vice President and General Counsel for the Borrower, substantially in the form of Exhibit E hereto;
(e) receipt by the Administrative Agent of evidence satisfactory to it of (i) the repayment in full, not later than the Effective Date, of all loans (if any) outstanding under each of the Existing Credit Agreements, together with interest accrued thereon to the Effective Date and Lenders comprising at least (ii) the Majority Lenders (provided that, payment of all accrued and unpaid facility fees and all other amounts due and payable under each of the Existing Credit Agreements for the avoidance account of doubt, if the "Administrative Agent shall have received executed counterpart signature pages to this Amendment from Agents" or the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective"Banks" (as defined therein); and
(bf) The Borrower shall have confirmed receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and acknowledged the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent and Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the Lendersforegoing conditions are satisfied not later than July2, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the 2001. The Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Ingersoll Rand Co)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank requesting such, of a duly executed Note dated on or before the Effective Date;
(c) receipt by the Agent of an opinion of ▇▇▇ ▇. ▇▇▇, Esq., Executive Vice President, Chief Legal & Risk Officer and Corporate Secretary of the Borrower, substantially in the form of Exhibit B hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of Faegre Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Borrower, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance satisfactory to the Agent;
(f) receipt by the Agent of a certificate signed by the assistant treasurer of the Borrower certifying that since February 1, 2020 there shall not have occurred any material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole; provided that the impacts of COVID-19 on the business, financial position or results of operation of the Borrower and its Consolidated Subsidiaries that occurred and were disclosed to the Lenders or otherwise made publicly available prior to the date of this Agreement will be disregarded. Without limiting the generality of the provisions of Section 7.05, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received executed counterpart signature pages to this Amendment notice from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged such Bank prior to the Administrative Agent and the Lenders, and by proposed Effective Date specifying its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsobjection thereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent and Lenders comprising at least of counterparts hereof signed by each of the Majority Lenders parties hereto (provided thator, for in the avoidance case of doubtany party as to which an executed counterpart shall not have been received, if receipt by the Administrative Agent shall have received executed in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart signature pages hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the Executive Vice President & General Counsel of the Company, substantially in the form of Exhibit E hereto and covering such additional matters relating to this Amendment from the Lenders comprising at least transactions contemplated hereby as the Required LendersBanks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, then special counsel for the terms Company, substantially in the form of Exhibit F hereto and conditions set forth in Section 3 covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of each of the Borrowers, the corporate authority for and the validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) receipt by the Administrative Agent for the account of each Bank a front-end fee in the amount heretofore mutually agreed; and
(bf) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and the Lendersinterest on any loans outstanding under, and by its execution and delivery of this Amendmentall other amounts payable under, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsExisting Agreement.
Appears in 1 contract
Sources: Credit Agreement (Heinz H J Co)
Effectiveness. This Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions consent set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent 1 above and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto amendments set forth in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and Section 2 above shall become effective as of the date hereof (the "Effective Date"), subject to satisfaction of the following conditions:
(a) receipt by the Administrative Agent of:
(i) a counterpart of this Amendment and Consent executed by the Borrowers and the Required Lenders;
(ii) a counterpart of the Reaffirmation of Loan Documents, substantially in the form of Exhibit 1 hereto, executed by each Loan Party;
(b) such other documents as though made the Administrative Agent or any Lender may reasonably request;
(c) all legal matters in connection with this Amendment and Consent, the Credit Agreement and the other Loan Documents shall be reasonably satisfactory to ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Administrative Agent;
(d) in immediately available funds, payment of all outstanding amounts, if any, that have been invoiced by or on behalf of the Administrative Agent and unpaid as of the date hereof; hereof with respect to all reimbursable fees, charges or expenses payable in accordance with the terms and (iv) no Default or Event provisions of Default exists under the Credit Agreement or any of and the other Loan Documents, including, without limitation, all Attorney Costs of ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Administrative Agent, and all fees and disbursements of FTI ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, financial advisor to such counsel; and
(e) no Event of Default shall have occurred and be continuing, and no Unmatured Event of Default shall occur or be continuing upon the effectiveness of this Amendment and Consent. The Administrative Agent shall give notice to the Borrowers upon the occurrence of the Effective Date. Except as provided in Section 8 below, this Amendment and Consent shall be of no force and effect if the preceding conditions have not been satisfied by November 30, 2001.
Appears in 1 contract
Effectiveness. This Amendment shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):) on which each of the following conditions is satisfied:
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 counterparts of this Amendment shall also become effective); andexecuted by the Administrative Agent, the Collateral Agent, the Borrower, the Guarantors and the Lenders;
(b) The the Administrative Agent shall have received: (A) reasonably satisfactory evidence that, upon the consummation of the ▇▇▇▇▇▇▇ Acquisition, the Borrower has (or contemporaneously with the Amendment Effective Date, shall have) acquired, pursuant to the ▇▇▇▇▇▇▇ PSA, the equity interest of ▇▇▇▇▇▇▇ Gathering described therein, free of any Liens other than Excepted Liens and Liens in favor of the Collateral Agent; (B) a certificate of a Responsible Officer of the General Partner (1) certifying that, upon the consummation of the ▇▇▇▇▇▇▇ Acquisition, the Borrower has (or will have) consummated the acquisition contemplated by the ▇▇▇▇▇▇▇ PSA substantially in accordance with its terms and all conditions to the obligations of the parties set forth in the ▇▇▇▇▇▇▇ PSA (other than the payment of the purchase price thereunder) shall have been satisfied or waived, and no provision thereof shall have been waived, amended, supplemented or otherwise modified to the extent such waiver, amendment, supplement or other modification would reasonably be expected to adversely affect the Lenders (except as otherwise agreed by the Lenders), (2) certifying that the equity interest described in the ▇▇▇▇▇▇▇ PSA has been (or is to be) acquired pursuant to the ▇▇▇▇▇▇▇ PSA, (3) certifying as to the final purchase price paid (or to be paid) under the ▇▇▇▇▇▇▇ PSA after giving effect to all adjustments as of the closing date for such acquisition, and specifying, by category, the amount of such adjustment, and (4) certifying that attached thereto is a true and complete executed copy of the ▇▇▇▇▇▇▇ PSA pursuant to which the Borrower has acquired (or will acquire) such equity interests, together with true and complete copies of the Services and Secondment Agreement between ▇▇▇▇▇▇▇ Gathering and TPL SouthTex Processing Company LP (“TPL SouthTex”) dated as of June 23, 2016, the Amended and Restated Transportation Services Agreement between ▇▇▇▇▇▇▇ Gathering and TPL SouthTex dated as of June 23, 2016, and the Firm Gas Gathering Agreement by and among ▇▇▇▇▇▇▇ Energy Corporation, SN Catarina, LLC and TPL SouthTex Processing Company dated as of October 2, 2015; and (C) duly executed releases
(c) the Collateral Agent shall have received (i) from the Borrower duly executed counterparts (in such number as may be requested by the Administrative Agent) of a supplement to the Pledge and Security Agreement (with respect to its Equity Interests in ▇▇▇▇▇▇▇ Gathering), and (ii) one or more original membership interest certificates evidencing all of the issued and outstanding Equity Interests of ▇▇▇▇▇▇▇ Gathering acquired by the Borrower, together with the appropriate undated stock powers, or other equivalent instruments of transfer reasonably acceptable to the Collateral Agent, for each certificate duly executed in blank by the owner of such Equity Interests;
(d) the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, Amendment the Borrower does and each Guarantor do hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action limited partnership or limited liability company action, as applicable, on the part of the Borrower and each other Loan Party; or such Guarantor, as applicable, (ii) the Credit Agreement (as amended hereby) and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto or such Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; , (iii) the representations and warranties by of the Borrower and each other Loan Party contained or such Guarantor, if any, set forth in the Credit Agreement and in the each other Loan Documents are Document to which it is a party, shall be true and correct on and as of the date hereof as though made Amendment Effective Date, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case such representations and warranties shall have been true and correct as of the date hereof; and such specified earlier date, (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsDocuments and (v) since December 31, 2014, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; and
(e) the Borrower shall have paid all agreed fees to the extent due and payable in connection with this Amendment and paid or reimbursed the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation and execution and delivery of this Amendment (including the reasonable fees, disbursements and other charges of ▇▇▇▇▇ ▇▇▇▇▇ LLP), in each case, to the extent provided in Section 12.03 of the Credit Agreement.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Administrative Agent of an opinion of the General Counsel or Assistant General Counsel of the Borrower, substantially in the form of Exhibit E hereto and hereby given on the express instruction of the Borrower and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Administrative Agent of an opinion of the Executive Vice President and General Counsel, the Vice President and Deputy General Counsel or the Group General Counsel - Financial Services of Textron, substantially in the form of Exhibit J hereto;
(f) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(g) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Existing 364-Day Credit Agreement; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 31, 2003. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing 364-Day Credit Agreement, comprising the "Required Banks" as defined in the Existing 364-Day Credit Agreement, and the Borrower agree that the commitments under the Existing 364-Day Credit Agreement (as amended hereby) shall terminate in their entirety simultaneously with and each other Loan Document constitute valid subject to the effectiveness of this Agreement and legally binding agreements enforceable against that the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating obligated to or affecting pay the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of accrued facility fees thereunder to but excluding the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of electronic or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) if requested pursuant to Section 2.06(d), receipt by the Agent for the account of each applicable Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.06;
(c) receipt by the Agent of an opinion of W. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., Vice President and Secretary of the Borrower, substantially in the form of Exhibit E-1 hereto and an opinion of White & Case LLP, counsel to the Borrower, substantially in the form of Exhibit E-2 hereto;
(d) receipt by the Agent of written confirmation from the Borrower that the Borrower has (i) terminated all lending commitments under the Existing Credit Agreement and (ii) repaid all loans and other amounts, if any, outstanding or accrued thereunder;
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent;
(f) receipt by the Arrangers of all fees that are to be received by the Arrangers upon execution of this Agreement in the amounts previously agreed upon between the Borrower and the Arrangers; and
(bg) receipt by the Banks of all documentation and other information required by regulatory authorities under applicable “know your customer” and antimony laundering rules and regulations, including the Patriot Act; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than September 24, 2012. The Borrower Agent shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05 hereof):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto;
(b) receipt by the Agent for the account of each Bank, if requested by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.04 hereof;
(c) receipt by the Agent of copies of the results of current lien searches (or the equivalent in the applicable jurisdictions), such results to be in form and substance reasonably satisfactory to the Agent;
(d) receipt by the Agent and the Banks of the legal opinion of Ropes & Gray LLP, external counsel for the Borrowers, covering such matters relating to the transactions contemplated hereby as the Agent and the Banks may reasonably request;
(e) receipt by the Agent, with respect to each Borrower, of a certificate manually signed by an officer of such Borrower which is reasonably satisfactory to the Agent to the effect set forth in clause (d) of Section 3.02 hereof and, if such Borrower is submitting a Notice of Borrowing on the Effective Date, clauses (b) and (c) of Section 3.02 hereof, in each case with respect to such Borrower, such certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Agent;
(f) receipt by the Agent, with respect to each Borrower, of a manually signed certificate from the Clerk, Secretary or Assistant Secretary of such Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of such Borrower who are authorized to execute and take actions under the Loan Documents for and on behalf of such Borrower, and (1) certifying and attaching copies (or a website containing, or ▇▇▇▇▇ reference to, such copies being certified) of (i) all Charter Documents (other than those delivered pursuant to Section 3.01(h) hereof), with all amendments, restatements, supplements or other modifications thereto, and (ii) the resolutions of such Borrower’s Managing Body authorizing the transactions contemplated hereby, and (2) certifying that the following have been posted to ▇▇▇▇▇ with respect to, and under the name of, such Borrower: (i) the Offering Document and such material as accurately and completely sets forth all Investment Policies and Restrictions not reflected in the Offering Document, (ii) the investment management agreement between such Borrower and the Investment Adviser as then in effect, along with any other investment management or submanagement agreements to which such Borrower is a party as then in effect, (iii) the Custody Agreement with respect to such Borrower and (iv) such Borrower’s report(s) to shareholders referred to in Section 4.08(a) hereof;
(g) receipt by the Agent of a legal existence and good standing certificate for each Company from the jurisdiction of its formation, dated as of a recent date;
(h) receipt by the Agent, with respect to each Borrower, of a copy of the trust declaration of the Related Company of such Borrower, with all amendments, restatements, supplements or other modifications thereto, certified by the Secretary of State of the State of its formation;
(i) the Agent shall have received executed counterpart signature pages completed its due diligence review with respect to each Borrower and the results of any such due diligence review are satisfactory in form and substance to the Agent;
(j) receipt by the Agent of all documents (including, without limitation, duly completed Forms FR U-1), opinions and instruments it may reasonably request prior to the execution of this Amendment from Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of each Borrower, the Administrative authority for and the validity and enforceability of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Agent;
(k) receipt by the Agent of a payoff letter and Lenders comprising at least an irrevocable letter of direction in all respects satisfactory to the Majority Lenders (provided Agent to the effect that, for or other evidence satisfactory to it that, all commitments in favor of each Borrower under, and all of the avoidance of doubtprincipal, interest, fees and other sums owing by such Borrower under, and all Liens, if any, securing the Administrative Agent obligations of such Borrower in connection with, the Existing Committed Agreement shall have received executed counterpart signature pages to this Amendment from been terminated and satisfied in full, as the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective)case may be; and
(bl) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the executionAgent) then payable hereunder, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit fees then payable hereunder or under a separate fee letter; provided that this Agreement (as amended hereby) and each other Loan Document constitute valid and legally shall not become effective or be binding agreements enforceable against the Borrower and each other Loan Party that is a on any party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as hereto unless all of the date hereof as though made as of foregoing conditions are satisfied not later than the date hereof; . The Agent shall promptly notify the Borrowers and (iv) no Default or Event of Default exists under the Credit Agreement or any Banks of the other Loan DocumentsEffective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of a duly executed Promissory Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of the Parent Guarantee, duly executed by the Parent Guarantor;
(d) receipt by the Agent of an opinion of each of (i) Mark ▇. ▇▇▇▇▇▇▇, ▇▇ecutive Vice President and Chief Corporate Counsel of the Parent Guarantor, substantially in the form of Exhibit E hereto, (ii) Beghin Nothar Feid▇▇ ▇▇▇ff Clae▇▇ ▇▇▇b▇▇▇, ▇▇ecial Luxembourg counsel for the Borrower, substantially in the Administrative Agent form of Exhibit F hereto and Lenders comprising at least the Majority Lenders (provided thatiii) Appl▇▇▇, ▇▇ur▇▇▇▇ & ▇emp▇, ▇▇ecial Bermuda counsel for the avoidance Parent Guarantor, substantially in the form of doubtExhibit G hereto;
(e) receipt by the Agent of an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, if ▇▇ecial counsel for the Administrative Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(f) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower and the Parent Guarantor, the corporate authority for and the validity of this Agreement, the Parent Guarantee and the Promissory Notes, and any other matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Agent;
(g) receipt by the Agent of evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing 364-Day Agreement shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth been paid in Section 3 of this Amendment shall also become effective)full; and
(bh) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and of payment of participation fees for the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part account of the Borrower Banks in the respective amounts heretofore mutually agreed; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than February 15, 1999. The Agent shall promptly notify the Borrower, each Bank and each other Loan Party; (ii) party to the Existing Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Agreements of the date hereof as though made as of Effective Date, and such notice shall be conclusive and binding on all parties to the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Financing Documents.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/)
Effectiveness. This Amendment The Agreement shall become effective upon on the first date that the Agent shall have received (i) payment of all principal of and interest on which any loans outstanding under, and of all other amounts payable under, the Existing Credit Agreements (subject to Section 3.03 below); (ii) payment of all fees payable under Section 2.08(d); and (iii) each of the conditions set forth in this Section 5 are satisfied (following documents, each dated the “Amendment Effective Date”):Date unless otherwise indicated:
(a) The Administrative a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(b) an opinion of the Director, Corporate Legal Services of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and
(d) all documents the Agent shall have received executed counterpart signature pages may reasonably request relating to this Amendment from the existence of the Borrower, the Administrative corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent and Lenders comprising at least provided that this Agreement shall not become effective or be binding on any party hereto unless all of the Majority Lenders (provided thatforegoing conditions are satisfied not later than June 30, for the avoidance of doubt, if the Administrative 1997. The Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Lenders comprising at least Borrower and the Required LendersBanks of the Effective Date, then the terms and conditions set forth in Section 3 of this Amendment such notice shall also become effective); and
(b) be conclusive and binding on all parties hereto. The Borrower shall have confirmed and acknowledged Banks that are parties to the Administrative Agent Existing Credit Agreements, comprising the "Required Banks" as defined in each Existing Credit Agreement, and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that agree (i) that the execution, delivery commitments under the Existing Credit Agreements shall terminate in their entirety simultaneously with and performance subject to the effectiveness of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; Agreement, (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against that the Borrower shall be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by that the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default may prepay any outstanding "Money Market Loan" or Event of Default exists "Competitive Bid Loan" under the Existing Credit Agreement or any of the other Loan DocumentsAgreements as contemplated by Section 3.03 below.
Appears in 1 contract
Sources: Credit Agreement (Quaker State Corp)
Effectiveness. This Amendment (including the waiver at Section 3) shall become effective upon the first date on which all satisfaction of each of the following conditions set forth in this Section 5 are satisfied precedent (such date, the “Amendment Effective Date”):
(ai) The Administrative Agent shall have received duly-executed counterpart signature pages to originals of this Amendment from the Borrower, Company and the Administrative Agent Required Lenders; provided that Section 2(s) and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, Section 2(jj) hereof shall become effective only if the Administrative Agent shall have received duly-executed counterpart signature pages to originals of this Amendment from the Lenders comprising at least Company and all of the Required Lenders.
(ii) executed counterparts of a security agreement by the Parent, then the terms Company and conditions set forth each Domestic Subsidiary in Section 3 form and substance satisfactory to the Administrative Agent, together with:
(A) proper financing statements (Form UCC-1 or the equivalent) or other perfection documents fully executed (as appropriate) for filing under the Uniform Commercial Code or other appropriate filing offices of this Amendment each jurisdiction as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable, to perfect the security interests purported to be created by the Collateral Documents (not including, however, control agreements);
(B) copies of requests for information or copies, or equivalent reports as of a recent date, listing all effective financing statements that name the Parent or any of its Domestic Subsidiaries as debtor and that are filed in the jurisdictions referred to in clause (A) above and in such other jurisdictions in which the Collateral is located on the Effective Date or as otherwise deemed appropriate by the Administrative Agent, together with copies of such other financing statements that name the Parent or any of its Domestic Subsidiaries as debtor (none of which shall also become effectivecover the Collateral except (x) to the extent evidencing permitted Liens or (y) those in respect of which the Administrative Agent shall have received termination statements (Form UCC-3) or such other termination statements as shall be required by local law fully authorized or executed for filing);
(C) evidence of the completion of all other recordings and filings of, or with respect to, the Collateral Documents as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests intended to be created by the Collateral Documents; and
(bD) evidence that all other actions necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect and protect the security interests purported to be created by the Collateral Documents (to the extent such perfection is required thereby) have been, or will be, substantially contemporaneously with the Effective Date, taken, and the Collateral Documents shall be in full force and effect;
(iii) The Borrower Administrative Agent shall have confirmed received from the Company a certificate signed by the secretary or assistant secretary of the Loan Parties, dated the Effective Date, in form and acknowledged substance satisfactory to the Administrative Agent and the LendersAgent, and by its execution and delivery certifying evidence of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) authorization of the execution, delivery and performance by the Loan Parties of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true documents and correct on and as of agreements delivered in connection herewith (together, the date hereof as though made as of the date hereof; and “Amendment Documents”).
(iv) no Default or Event The Administrative Agent shall have received such evidence of Default exists under the Credit Agreement or valid existence and good standing of the Loan Parties executing any of the Amendment Documents as the Administrative Agent shall request.
(v) The Company shall have paid all fees required under that letter dated January 13, 2009, among Banc of America Securities LLC, the Administrative Agent and the Company (the “Amendment Fee Letter”).
(vi) The Company shall have paid or reimbursed to the Administrative Agent all reasonable and documented costs and attorneys’ fees incurred by the Administrative Agent in connection with this Amendment and the other Loan Amendment Documents.
(vii) The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such additional opinions, approvals, consents, documents and other information as the Administrative Agent or any Lender shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Lecg Corp)
Effectiveness. This (a) Section 1(e), Section 1(g), Sections 2 - 4, Section 6(a), Sections 7 - 13, Sections 14(b) - 28(b) (other than the revisions to Section 9.1(f)(iii) of the Loan Agreement described therein), Sections 29 - 31, Sections 32(b) - 43(a), and Sections 44 - 47 of this Amendment shall become effective as of the date first written above (the "Effective Date") upon the first date on which all satisfaction of each of the conditions set forth following -------------- conditions, in this Section 5 are satisfied (each case in a manner satisfactory to, and in form and substance satisfactory to, the “Amendment Effective Date”):Agent:
(ai) This Amendment shall have been duly executed and delivered by the Borrower, the Guarantor, the Agent and the Banks and shall be in full force and effect.
(ii) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the BorrowerSecretary of each of the Borrower and the Guarantor a copy, certified by such Secretary to be true and complete as of such date, of (A) its charter or other organizational documents as in effect on such date of certification, (B) its by-laws as in effect on such date, and (C) the Administrative Agent and Lenders comprising at least the Majority Lenders (provided thatresolutions of its Board of Directors or other management authorizing, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lendersextent it is a party thereto, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of the Amendment Documents; provided, however, that in lieu of -------- ------- providing the items required by subsections (A) and (B) of this Amendment has subsection (ii), such Secretary may certify, to the extent true and correct, that charter documents and by-laws previously provided to the Agent are true and correct as of such date and have not been duly authorized by all requisite corporate action on the part amended, rescinded or revoked.
(iii) The Agent shall have received from each of the Borrower and the Guarantor an incumbency certificate, dated as of such date, signed by a duly authorized officer of such Person and giving the name and bearing a specimen signature of each other Loan Party; individual who shall be authorized to sign, in the name and on behalf of such Person, the Amendment Documents.
(iiiv) the Credit Agreement (as amended hereby) and The Agent shall have received from each other Loan Document constitute valid and legally binding agreements enforceable against of the Borrower and the Guarantor a good standing certificate for such Person, issued by the Secretary of State of New York, and evidence that such Person is duly licensed and qualified as a foreign organization in good standing under the laws of each other Loan Party that is a party thereto in accordance with their respective terms, except jurisdiction where the failure to qualify as such enforceability may be limited by bankruptcywould have a Material Adverse Effect.
(v) The Agent shall have received a favorable legal opinion addressed to the Agent and the Banks, insolvencydated as of such date, reorganizationin form and substance satisfactory to the Agent, moratorium, fraudulent transfer or other similar laws relating from counsel to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and the Guarantor, concerning corporate or other applicable entity authority matters and the enforceability of each other of the Amendment Documents, and the Loan Party contained in the Credit Agreement and in the other Loan Documents are true as amended thereby, and correct on such other matters as the Agent may request.
(vi) The Agent shall have received, for the pro --- rata account of each Bank which executes and delivers its ---- signature pages to the Agent, by February 20, 2002 in facsimile (to be followed by originals) or original form, waiver fees equal, in the case of each such Bank, to 0.20% multiplied by such Bank's Revolving Credit Commitment as in effect immediately prior to the effectiveness of this Amendment, provided that amounts previously received by the -------- Banks as negotiation fees pursuant to the Fee Letter dated as of January 31, 2002, between the date hereof as though made Borrower and the Agent shall be credited against such waiver fees.
(vii) ▇▇▇▇▇▇▇ ▇▇▇▇ LLP shall have received payment of all fees and expenses outstanding as of the date hereof; , including, but not limited to, fees and expenses in connection with the preparation of this Amendment and ancillary documentation.
(viii) All reports, statements, schedules, certificates and other documents required to be delivered to the Agent and each Bank pursuant to Section 6.1 of the Loan Agreement, as amended by this Amendment, shall have been so delivered.
(ix) The Fee Letter (as defined in the Loan Agreement, as amended hereby) shall have been duly executed and delivered by each of the Borrower and the Agent and shall be in full force and effect, provided that amounts previously -------- received by the Agent as an agent's fee pursuant to the Fee Letter dated as of January 31, 2002, between the Borrower and the Agent shall be credited against such agent's fee.
(x) The Agent shall have received evidence of the consent of the Financial Agreement banks under the Collateral Agency Agreement to this Amendment and the transactions contemplated hereby, and of the waiver of any defaults existing immediately prior to the Effective Date under the Financial Agreement.
(xi) The Agent shall have received projections for the Borrower showing quarterly profits and loss, balance sheets and covenant calculations.
(xii) The Agent shall have received a copy of the signed engagement letter dated as of December 14, 2001, and evidencing the hiring of the ▇▇▇▇ ▇▇▇▇▇ Group.
(xiii) The Agent shall have received such other items, documents, agreements or actions as the Agent may reasonably request in order to effectuate the transactions contemplated hereby.
(i) Sections 1(a) - (d), Section 1(f), Section 5, Section 6(b), Section 14(a), Section 32(a) and Section 43(b) of this Amendment shall become effective as of the Effective Date, and (ivii) no Default or Event of Default exists under the Credit Agreement or any revisions to Section 9.1(f)(iii) of the other Loan Documents.Agreement described in Section 28(b) of this Amendment shall become effective as of the Effective Date; in each case described in clauses (i) and (ii) of this subsection (b), upon the satisfaction of each of the following conditions, in a manner satisfactory to, and in form and substance satisfactory to, the Agent:
Appears in 1 contract
Effectiveness. This Amendment The Commitments shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):Administrative Agent shall have received:
(a) The Administrative Agent shall have received counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages to this Amendment from the Borrowershall not have been received, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed in form satisfactory to it written confirmation (including by electronic means) from such party of execution of a counterpart signature pages hereof by such party);
(b) the opinions of the General Counsel, Vice President – Legal Services or Vice President – Corporate Secretary of each Borrower substantially in the form of Exhibits E, F and G hereto, dated the Effective Date and covering such matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(c) evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been made or obtained and shall be, in each case, in full force and effect on and as of the Effective Date;
(d) all documents the Administrative Agent may reasonably request relating to the existence of the Borrowers, the corporate authority for and the validity of this Amendment from Agreement and the Lenders comprising Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under the Existing Revolving Credit Agreements;
(f) at least five (5) Business Days prior to the Required LendersEffective Date, then all documentation and other information about the terms Borrowers and conditions set forth their Affiliates as shall have been reasonably requested in Section 3 of this Amendment shall also become effective)writing at least ten (10) Business Days prior to the Effective Date by the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act; and
(bg) The Borrower shall all fees and expenses required to be paid on or before the Effective Date (in the case of expenses, for which the Borrowers have confirmed been billed at least two (2) Business Days prior to the Effective Date), including the reasonable and acknowledged to documented fees and expenses of counsel for the Administrative Agent and the LendersJoint Lead Arrangers. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Consolidated Edison Co of New York Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant General Counsel and Assistant Secretary of the Borrower, substantially in the form of Exhibit B hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(c) receipt by the Agent of an opinion of Winston & ▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative corporate authority for and the validity of this Agreement and any Notes, the name, title and signature of the officer authorized to sign on behalf of the Borrower and any other matters relevant hereto, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent, any Lender or any LC Issuer to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT, all in form and substance satisfactory to the Agent; and
(e) receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, and termination of the commitments under the Existing Agreement. The Agent shall promptly notify the Borrower and the Lenders comprising at least of the Majority Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Lenders (provided that, for constituting the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the “Required Lenders, then ” as defined in the terms Existing Agreement) hereby (i) agree that the “Commitments” under the Existing Agreement shall terminate automatically upon the Effective Date without further action by any party to the Existing Agreement and conditions (ii) waive compliance with the notice requirements set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part 2.09 of the Borrower and each other Loan Party; (ii) the Existing Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsrespect thereto.
Appears in 1 contract
Effectiveness. This Amendment The Commitments shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of the principal legal officer of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of evidence satisfactory to it of the payment of fees as heretofore mutually agreed; and
(f) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided thatvalidity of the Financing Documents, for and any other matters relevant hereto, all in form and substance satisfactory to the avoidance Agent; PROVIDED that the Commitments shall not become effective unless all of doubtthe foregoing conditions are satisfied not later than January 31, if the Administrative 1999. The Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Unova Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 11.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent and Lenders comprising at least of counterparts hereof signed by each of the Majority Lenders parties hereto (provided thator, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇, general counsel for the avoidance Company, substantially in the form of doubtExhibit B hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(c) receipt by the Administrative Agent of an opinion of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, if special counsel for the Administrative Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(e) arrangements satisfactory to the Administrative Agent shall have received executed counterpart signature pages to been made for the payment of all principal of any loans outstanding under, and all accrued interest and fees under, the Existing Credit Agreements; provided that this Amendment from Agreement shall not become effective or be binding on any party hereto unless all of the Lenders comprising at least foregoing conditions are satisfied not later than October 6, 2005. The Administrative Agent shall promptly notify the Required LendersCompany, then the terms each Lender and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged each other party to the Administrative Agent and Existing Credit Agreements of the LendersEffective Date, and by its execution such notice shall be conclusive and delivery binding on all parties. The Company and each Lender party to any of this Amendmentthe Existing Credit Agreements, comprising the Borrower does “Required Banks” as defined in each of the existing Credit Agreements, hereby confirm and acknowledge to the Administrative Agent and the Lenders, agree that (i) the execution, delivery commitments of the banks under each Existing Credit Agreement shall terminate in their entirety immediately and performance automatically upon the effectiveness of this Amendment has been duly authorized Agreement, without further action by all requisite corporate action on the part of the Borrower and each other Loan Party; any party to either Existing Credit Agreement, (ii) the all accrued facility fees under each Existing Credit Agreement (as amended hereby) shall be due and each other Loan Document constitute valid payable at such time and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) subject to Section 2.13 of each Existing Credit Agreement, the representations Borrowers may prepay any and warranties by all loans outstanding thereunder on the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsEffective Date.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of electronic or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of (i) an opinion of the General Counsel to the Company, substantially in the form of Exhibit A hereto, and Lenders comprising at least (ii) an opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, special counsel to the Majority Lenders Company, substantially in the form of Exhibit B hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(provided thatc) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement, the borrowing of the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(d) receipt by the Administrative Agent of payment of participation fees for the avoidance account of doubtthe Banks in the respective amounts heretofore mutually agreed;
(e) the entire principal amount of any loans outstanding under the Existing Credit Agreement, if together with accrued interest, fees and other amounts in respect thereof, shall have been paid in full, and the Administrative Agent shall have received executed counterpart signature pages a certificate in form satisfactory to this Amendment it from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective)Company to such effect; and
(bf) receipt by the Banks of all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Act; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than March 30, 2015. The Borrower shall have confirmed and acknowledged to the Administrative Agent shall promptly notify the Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Five Year Credit Agreement (Rockwell Automation Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (or waived in accordance with Section 10.8): receipt by the “Amendment Effective Date”):Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party); receipt by the Agent of an opinion of (i) Fraser & ▇▇▇▇▇▇, special counsel to the Borrowers, substantially in the form of Exhibit E-1 hereto, (ii) Sidley & Austin, substantially in the form of Exhibit E-2 hereto and (iii) ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, General Counsel of the Guarantor, substantially in the form of Exhibit E-3 hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; receipt by the Agent of an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇, special counsel for the Agent, covering such additional matters relating to the transactions contemplated hereby as the Banks may reasonably request; receipt by the Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of each Borrower and the Guarantor, the corporate authority for and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; receipt by the Agent of evidence satisfactory to it that the Merger shall have been consummated in accordance with the Merger Agreement, without any amendment thereof or waiver thereto which (i) is material in the context of this Agreement and (ii) the Required Banks shall not have consented to in writing; and receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, the Existing Credit Agreements and of the termination of the commitments of the lenders thereunder; and the Guarantor's Credit Agreements have been duly executed and all conditions precedent to the effectiveness thereof as set out therein have been satisfied;
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent Borrowers and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The receipt by the Administrative Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the principal legal officer of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided thatvalidity of this Agreement and the Notes, for the avoidance of doubtand any other matters relevant hereto, if all in form and substance satisfactory to the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective)Agent; and
(be) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part counterparts of the Borrower and Fee Letter signed by each other Loan Party; (ii) of the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance parties thereto, together with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties payment by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as fees payable thereunder on the Effective Date; PROVIDED that this Agreement shall not become effective or binding on any party hereto unless all of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsforegoing conditions are satisfied not later than August 3, 1999.
Appears in 1 contract
Sources: Bridge Loan Agreement (Pentair Inc)
Effectiveness. This Amendment shall become effective upon when and as of the date (the "Amendment Closing Date") that each of the following conditions have been fulfilled to the satisfaction of the Agent (or waived by the Agent). The first date on which all of the following conditions set forth in this Section 5 are have been so satisfied (or so waived) is herein referred to as the “"Amendment Effective Closing Date”):". If the Amendment Closing Date shall not have occurred by the close of business (New York time) on July 1, 1997 (or such later date as may be specified to by the Agent in writing), this Amendment shall be deemed rescinded, null and void:
(a1) The Administrative Agent Borrower, Holding, and the Banks shall have received executed counterpart signature pages a copy hereof and delivered the same to this Amendment from the Agent at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Attention: ▇▇▇▇ ▇▇▇▇▇) or, in the case of the Banks, shall have given to the Agent written notice (actually received) that the same has been signed and is being sent to the Agent.
(2) The Borrower, KSI, FAI, FOSI, each UK Guarantor and each Foreign Guarantor shall have each executed a confirming consent, substantially in the form of Annex A hereto or otherwise satisfactory to the Agent (each, a "Confirming Consent"), and delivered the same to the Agent.
(3) There shall have been delivered to the Agent a certificate of an authorized officer and of the secretary of each of the Borrower, Holding, F-Australia, F-New Zealand and FOSI, with respect to the Administrative various transactions referred to herein, along with resolutions authorizing the same, specimen signatures and incumbency certificates, in form and substance satisfactory to the Agent, certified copies of the Charter Documents of each such Person (other than the Borrower) and a short form and long-form good-standing certificate of FOSI, which in each case, shall be satisfactory to the Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andall respects.
(b4) The Borrower shall have confirmed delivered the 1997 Term Note and acknowledged the Revolving Credit Note in the form of Exhibit RC-1 hereto to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsAgent.
Appears in 1 contract
Sources: Loan Agreement (Kaneb Services Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of the execution and delivery of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank of a duly executed Note of each Borrower for each Facility dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) the fact that all amounts payable by the Borrowers on or before the Effective Date (including the fees then payable, if any, pursuant to Section 2.08) shall have received executed counterpart signature pages been paid in full;
(d) receipt by the Agent of a copy of the Support Agreement, certified by JHLIC to this Amendment from be a true and complete copy thereof and to then be in full force and effect;
(e) receipt by the Agent of an opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Second Vice President and Counsel of JHLIC, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(f) receipt by the Agent of an opinion of Goulston & Storrs, P.C., special counsel for the Agent, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(g) receipt by the Agent of all documents it may reasonably request relating to the existence of each Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(bh) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent of satisfactory evidence of termination of both the existing $500,000,000 revolving credit agented by BankBoston, N.A. and the Lendersexisting $500,000,000 revolving credit agented by ▇▇▇▇▇▇ Guaranty Trust Company of New York; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than August 3, 2000. The Agent shall promptly notify the Borrowers and the Banks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Hancock John Financial Services Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on by which all of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts of this Agreement and the other Financing Documents signed by each of the parties thereto, including without limitation, new Annex A to the Borrower Pledge Agreement executed counterpart signature pages to this Amendment from by the Borrower, together with original stock certificate #160 evidencing 317,660 shares of voting stock of R&S and certificate # 1512 evidencing 763,411 shares of non-voting stock of R&S, outstanding in the Administrative Agent name of the Borrower and Lenders comprising at least executed and undated stock powers with respect to such shares, the Majority Lenders (provided thatJoinder Agreement, for substantially in the avoidance form of doubtExhibit A to Subsidiary Guarantee Agreement, if executed by R&S, the Administrative Agent shall have received Joinder Agreement, substantially in the form of Exhibit A to Security Agreement, executed counterpart signature pages to this Amendment from by R&S and the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andCollateral R&S Trademark Assignment;
(b) The Borrower shall have confirmed receipt by the Agent of duly executed Revolving Credit Notes and acknowledged Term Notes for the account of each Lender, dated as of the date of this Agreement;
(c) receipt by the Agent of a Notice of Borrowing requesting the Term Loan A;
(d) evidence reasonably satisfactory to the Administrative Agent that no Liens are on record naming the Borrower or any of its Subsidiaries as debtor other than Permitted Liens, and that all financing statements required to be filed under the Uniform Commercial Code of any jurisdiction in order to perfect the security interests created by the Collateral Documents have been filed;
(e) receipt by the Agent of evidence satisfactory to the Agent of the insurance coverage required by Section 5.03;
(f) receipt by the Agent of an opinion of ▇▇▇▇▇▇▇ Procter LLP, special counsel for the Borrower, covering the matters set forth on Exhibit 3.01(f), or with such changes as shall be acceptable to the Agent and the Lenders, Required Lenders and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge covering such additional matters relating to the Administrative transactions contemplated hereby as the Agent and and/or the LendersRequired Lenders may reasonably request;
(g) receipt by the Agent of an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, that special California counsel covering such matters relating to the transactions contemplated hereby as the Agent and/or the Required Lenders may reasonably request;
(ih) each Lender's satisfaction in its sole good faith discretion as to the executionabsence of any material adverse change in any aspect of the business, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part operations, properties, prospects or condition (financial or otherwise) of the Borrower and each its Subsidiaries, or any event or condition that is reasonably likely to result in such a material adverse change;
(i) receipt by the Agent of a certificate signed by the chief accounting officer or treasurer of the Borrower to the effect that, both before and immediately after the making of the Loans and the other Loan Party; transactions contemplated to take place on the date hereof, (i) no Default shall have occurred and be continuing and (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by of the Borrower and each any Subsidiaries made in or pursuant to any Financing Documents are true;
(j) receipt by the Agent of a Cash Management Letter, in form and substance satisfactory to the Lenders;
(k) receipt by the Agent of all documents it may reasonably request relating to the existence of the Obligors, the corporate authority for and the validity of the Financing Documents and any other Loan Party contained matters relevant hereto, all in form and substance satisfactory to the Agent;
(l) receipt by the Agent of evidence satisfactory to it that prior to or simultaneously with the transactions hereunder contemplated to take place on the Effective Date, that upon the effectiveness of this Agreement, the sum of the aggregate outstanding principal amount of the Revolving Loans plus the aggregate amount of all Letter of Credit Liabilities shall not exceed the aggregate amount of the Revolving Credit Commitment;
(m) receipt by the Agent of certain projected quarterly consolidated covenant compliance calculations including the Borrower's fiscal quarter ending September 30, 2005 and, with respect to the Borrower's fiscal quarters ending thereafter, reflecting the results of the R&S Acquisition ;
(n) receipt by the Agent of certain projected quarterly consolidated balance sheets of the Borrower including the Borrower's fiscal quarter ending September 30, 2005, and, with respect to the Borrower's fiscal quarters ending thereafter, reflecting the results of the R&S Acquisition;
(o) receipt by the Agent of evidence satisfactory to it that all approvals, consents and other actions by or in respect of, or filings with any governmental body, agency, official, authority or any other Person required in connection with any Financing Documents shall have been obtained, taken or made;
(p) receipt by the Agent of Landlord Waivers, substantially in the Credit Agreement form of Exhibit G to the Security Agreement, for the leased premises located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇;
(q) receipt by the Agent of such other documents, instruments and agreements as the Agent and or the Lenders shall reasonably request in connection with the other Loan Documents are true transactions contemplated hereby. With respect to any item above as to which a Lender’s satisfaction is required, each Lender shall be conclusively deemed to be satisfied unless on or before the Business Day immediately preceding the Effective Date it shall have given notice to the Agent, making specific reference to the clause and correct on and identifying the matter or matters as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsto which it is not satisfied.
Appears in 1 contract
Sources: Credit Agreement (Perini Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, the Administrative Agent shall have received in form satisfactory to this Amendment it telegraphic, telex or other written confirmation from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 such party of this Amendment shall also become effectiveexecution of a counterpart hereof by such party); and;
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent shall have received the opinions of the General Counsel or Vice President – Legal Services substantially in the form of Exhibits E, F and G hereto, dated the Lenders, Effective Date and by its execution and delivery of this Amendment, covering such additional matters relating to the Borrower does transactions contemplated hereby confirm and acknowledge to as the Required Banks may reasonably request;
(c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit H hereto, dated the Effective Date and covering such additional matters relating to the Lenders, that transactions contemplated hereby as the Required Banks may reasonably request;
(id) the executionAdministrative Agent shall have received evidence satisfactory to it that all filings, delivery consents and performance of this Amendment has approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have been duly authorized by all requisite corporate action on the part of the Borrower made or obtained and shall be, in each other Loan Party; (ii) the Credit Agreement (as amended hereby) case, in full force and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct effect on and as of the date hereof as though made as Effective Date;
(e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the date hereofBorrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(f) the Administrative Agent shall have received evidence satisfactory to it of the payment of all principal of and (iv) no Default interest on any loans outstanding under, and of all other amounts payable under, the Existing 2002 Credit Agreement; provided that this Agreement shall not become effective or Event be binding on any party hereto unless all of Default exists the foregoing conditions are satisfied not later than April 21, 2005. The Administrative Agent shall promptly notify the Borrowers and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing 2002 Credit Agreement, comprising the “Required Banks” as defined in the Existing 2002 Credit Agreement, and the Borrowers agree that the commitments under the Existing 2002 Credit Agreement or any shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the other Loan Documentsaccrued facility fees thereunder to but excluding the date of such effectiveness shall be payable on the date of such effectiveness.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of an opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Assistant General Counsel and Assistant Secretary of the Borrower, substantially in the form of Exhibit B hereto;
(c) receipt by the Agent of an opinion of Winston & ▇▇▇▇▇▇ LLP, special counsel for the Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; and
(d) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative corporate authority for and the validity of this Agreement and the Notes, the name, title and signature of the officer authorized to sign on behalf of the Borrower and any other matters relevant hereto, all in form and substance satisfactory to the Agent;
(e) receipt by the Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued fees under, and termination of the commitments under the Existing Agreements. The Agent shall promptly notify the Borrower and the Lenders comprising at least of the Majority Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Borrower and the Lenders (provided that, for constituting the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the “Required Lenders, then ” as defined in each of the terms Existing Agreements) hereby (i) agree that the “Commitments” under each of the Existing Agreements shall terminate automatically upon the Effective Date without further action by any party to either of the Existing Agreements and conditions (ii) waive compliance with the notice requirements set forth in Section 3 2.07 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part each of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance Existing Agreements with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsrespect thereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first ------------- date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the Deputy General Counsel to the Borrower substantially in the form of Exhibit B-1 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request.;
(d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02;
(e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than April 30, 2002. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) Banks of the Effective Date, and each other Loan Document constitute valid such notice shall be conclusive and legally binding agreements enforceable against the on all parties hereto. The Borrower and each other Loan Party that is a the Banks party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.the
Appears in 1 contract
Sources: Credit Agreement (Duke Energy Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (or waived by all the “Amendment Effective Date”):Banks:
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance such party of doubt, if the Administrative Agent shall have received executed execution of a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effectivehereof by such party); and;
(b) The receipt by the Agent for the account of each Bank a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.02;
(c) receipt by the Agent of opinions of counsel for the Borrower substantially in the forms of Exhibits B-1 and B-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Agent or the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agent, substantially in the form of Exhibit C hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of the Amended and Restated Security Documents duly executed by each Loan Party party to a Financing Document;
(f) receipt by the Agent of duly executed financing statements on Form UCC-1 in suitable form for filing in the jurisdictions listed in Schedule III hereto, together with payment of all related filing fees and taxes;
(g) the fact that, immediately after the effectiveness of this Agreement, no Default under this Agreement shall have confirmed occurred and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that be continuing;
(ih) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party fact that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by of the Borrower contained in this Agreement and of each other Loan Party contained in the Credit Agreement and in the other each Security Document to which such Loan Documents are Party is a party shall be true and correct on and as of the date hereof as though made Effective Date;
(i) the fact that immediately after the effectiveness of this Agreement, all loans outstanding under the Third Amended and Restated Credit Agreement dated as of March 28, 1997 among the date hereof; Borrower, the banks listed therein and the Agent (the "Existing Credit Agreement") shall have been repaid in full (after giving effect to the application of the proceeds of the Loans), together with accrued interest thereon and all other amounts payable thereunder;
(j) receipt by the Agent of a certificate of the Chief Financial Officer, stating that on the Effective Date the conditions specified in the foregoing clauses (g), (h) and (ivi) no Default or Event are satisfied;
(k) receipt by the Agent of Default exists under all documents (including, without limitation, legal opinions) it may reasonably request relating to the Credit Agreement or any existence of each Loan Party, the corporate authority for and the validity of the Financing Documents, governmental and regulatory approvals with respect to the Financing Documents and any other Loan Documentsmatters relevant hereto, all in form and substance satisfactory to the Agent;
(l) receipt by the Agent for the account of each Bank of the Commitment Fee referred to in Section 2.06. provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than January 10, 1997. The Agent shall promptly notify the Borrower and the Banks of the effectiveness of this Agreement, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Coventry Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received received:
(a) counterparts of this Agreement signed by each of the parties listed on the signature pages hereof (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, by the Administrative Agent shall have received, in form satisfactory to this Amendment it, facsimile, telex or other written confirmation from such party that it has executed a counterpart hereof);
(b) an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Corporate Vice President, General Counsel and Secretary of the Lenders comprising at least Company, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required LendersBanks may reasonably request;
(c) an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, then special counsel for the terms Administrative Agent, substantially in the form of Exhibit F hereto and conditions set forth in Section 3 covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Amendment shall also become effective)Agreement and the Notes of the Company, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(be) The Borrower shall have confirmed and acknowledged evidence satisfactory to the Administrative Agent of the payment of all principal of and interest on any loans outstanding under, and all accrued commitment fees under, the Existing Credit Facility, and the Lenderstermination of the commitments thereunder. The Administrative Agent shall promptly notify the Company and the Banks of the Effective Date, and by its execution such notice shall be conclusive and delivery binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Company agree to eliminate the requirement under Section 2.11 of the Existing Credit Agreement that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and further agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent Agreement and the Lenders, that (i) Company shall be obliged to pay the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating accrued facility fees thereunder to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of but excluding the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 1 contract
Sources: Credit Agreement (Allergan Inc)
Effectiveness. This The effectiveness of this Amendment shall become effective be conditioned upon the first date on which all fulfillment to the satisfaction of the Administrative Agent of each of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):by no later than December 31, 2006:
(ai) The Administrative Agent shall have received executed counterpart signature pages to counterparts of this Amendment from executed by each of the Borrower, parties required to execute the Administrative Agent same pursuant to the Credit Agreement and Lenders comprising at least the Majority Lenders other Loan Documents.
(provided that, for the avoidance of doubt, if the ii) The Administrative Agent shall have received confirmation from the Additional Bank that all documentation required in connection with its joinder as an Additional Bank under the Credit Agreement shall have been received.
(iii) The Additional Bank shall have received a new promissory note duly executed by the Borrower, and each Bank, whose Commitment is changed, as set forth on Schedule 1.01(a) attached hereto, shall have received a substitute promissory note duly executed by the Borrower in the amount of such changed Commitment.
(iv) No Material Adverse Change shall have occurred since June 30, 2006.
(v) The Administrative Agent shall receive written confirmation from Fortis that it has received payment in full of all amounts owed to it under the Credit Agreement and the other Loan Documents.
(vi) Each of the Banks who shall have executed and delivered a counterpart signature pages to this Amendment from Amendment, or the Lenders comprising at least Administrative Agent on behalf of such Bank, shall have received the Required Lendersfee to which such Bank is entitled in accordance with Annex A hereto. Notwithstanding the foregoing, then the terms and conditions if any amendment set forth in Section 3 4 hereof or any other provision hereof shall not become effective due to the failure to satisfy a condition of this Section 6, that shall not limit the effectiveness of any other provision hereof if the conditions to effectiveness thereof shall be satisfied. For purposes of determining compliance with the conditions specified in this Section 6, each Bank that has executed this Amendment shall also become effective); and
(b) The Borrower shall be deemed to have confirmed and acknowledged consented to, approved or accepted, or to be satisfied with, each document or other matter either sent, or made available for inspection, by the Administrative Agent to such Bank for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge requisite Banks pursuant to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsAgreement.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.04):
(a1) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(2) receipt by the Administrative Agent for the account of each Lender of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(3) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Tischman ▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., substantially in the form of Exhibit F and an opinion of Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton, LLP, substantially in the form of Exhibit G;
(4) arrangements satisfactory to the Administrative Agent for the repayment of all loans (if any) outstanding under the Existing Short Term Credit Agreements and the termination of the lending commitments thereunder;
(5) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least each Lender of the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 effectiveness of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the LendersAgreement, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Short Term Credit Agreement (Park Place Entertainment Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the Executive Vice President & General Counsel of the Company, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Company, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of each of the Borrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(e) receipt by the Administrative Agent for the account of each Bank a front-end fee in the amount heretofore mutually agreed; and
(f) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the 2009 Credit Agreement. The Banks that are parties to the 2009 Credit Agreement, comprising the “Required Banks” as defined in such agreement, and the Company agree that the commitments under the 2009 Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement, without notice or further action by any party under 2009 Credit Agreement, and that the Company shall be obligated to pay the accrued commitment fees thereunder to but excluding the date of such effectiveness. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Heinz H J Co)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) if requested pursuant to Section 2.06(d), receipt by the Agent for the account of each applicable Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.06;
(c) receipt by the Agent of an opinion of W. ▇▇▇▇▇▇ ▇▇▇▇▇, Esq., Assistant Vice President and Associate Counsel of the Borrower, substantially in the form of Exhibit E-1 hereto and an opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, Counsel of the Agent, substantially in the form of Exhibit E-2 hereto;
(d) receipt by the Agent of written confirmation from the Borrower that the Borrower has (i) terminated all lending commitments under the Existing Credit Agreement (other than those continuing hereunder as provided in Section 9.11) and (ii) repaid all loans and other amounts, if any, outstanding or accrued thereunder;
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(bf) The Borrower shall have confirmed and acknowledged receipt by the Arrangers of all fees that are to be received by the Administrative Agent and the Lenders, and by its Arrangers upon execution and delivery of this Amendment, Agreement in the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of amounts previously agreed upon between the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.Agent;
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Documentation Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Documentation Agent in form satisfactory to this Amendment it of telegraphic, telex, telecopy or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Documentation Agent of an opinion of counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Documentation Agent of an opinion of Davi▇ ▇▇▇▇ & Ward▇▇▇▇, ▇▇ecial counsel for the Agents, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Documentation Agent of all documents the Documentation Agent may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Debt incurred hereunder, and any other matters relevant hereto, all in form and substance satisfactory to the Documentation Agent; and
(be) The Borrower shall have confirmed receipt by the Documentation Agent of evidence satisfactory to it of the payment of all principal of and acknowledged to the Administrative Agent and the Lendersinterest on any loans outstanding under, and by its execution and delivery of this Amendmentall other amounts payable under, the Borrower does hereby confirm and acknowledge to Existing Credit Agreement; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the Administrative foregoing conditions are satisfied not later than May 21, 1998. The Documentation Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall promptly notify the Borrower and each other Loan Party; (ii) the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "REQUIRED BANKS" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement (as amended hereby) shall terminate in their entirety simultaneously with and each other Loan Document constitute valid subject to the effectiveness of this Agreement and legally binding agreements enforceable against that the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may shall be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating obligated to or affecting pay the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of accrued facility fees thereunder to but excluding the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 1 contract
Sources: Credit Agreement (General American Transportation Corp /Ny/)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed in number sufficient for each party by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent for the account of each Lender of a duly executed Revolving Note and Term Note, dated on or before the Effective Date, complying with the provisions of Section 2.04;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by the Administrative Agent of all fees payable on or prior to the Effective Date;
(e) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower and the corporate authority for and the validity of this Agreement and the Notes, all in form and substance satisfactory to the Administrative Agent;
(f) since December 31, 2003 there has been no event, condition or occurrence that could have a Material Adverse Effect; and
(g) the Existing 364 Day Agreement shall have been fully terminated and all “Obligations” outstanding under and defined therein shall be fully paid provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than March 7, 2005. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Lenders of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon the first date on which all (x) termination of the conditions set forth Commitments (as defined in the Existing Credit Agreement referred to below in this Section 5 are satisfied clause (x)) under the “Amendment Existing Credit Agreement dated as of March 7, 1997 among the Borrower, the banks listed therein and Morg▇▇ ▇▇▇ranty Trust Company of New York, as agent, and payment in full of all amounts owing thereunder to any of such banks or such agent and (y) receipt by the Administrative Agent of the following documents, each dated the Effective Date”):Date unless otherwise indicated:
(a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.5;
(c) opinions of Simp▇▇▇ ▇▇▇▇▇▇▇ & ▇art▇▇▇▇, ▇▇ecial counsel for the Borrower, Polsinelli, White, Vard▇▇▇▇ & ▇halton, Kansas counsel for the 29 Borrower, and Mart▇▇ ▇. ▇▇▇▇▇▇, ▇▇neral Counsel of the Borrower, substantially in the respective forms of Exhibits E-1, E-2 and E-3 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and
(e) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank of the date hereof as though made as effectiveness of the date hereof; this Agreement, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 7 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Required Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenderseach Lender, then the terms and conditions amendments to the Credit Agreement set forth in Section 3 5 of this Amendment shall also become effectiveeffective (and the correction of the scrivener’s error contemplated by Section 4 of this Amendment shall be superseded thereby)); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of (i) an opinion of the general counsel of the Borrower, substantially in the form of Exhibit E-1 hereto and (ii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.A., special counsel for the Borrower, substantially in the form of Exhibit E-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Administrative Agent of a certificate signed by a Vice President, the Treasurer, an Assistant Treasurer or the Controller of the Borrower, dated the Effective Date, to the effect set forth in clauses (c) and (d) of Section 3.02;
(e) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(f) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and all accrued commitment fees under, the Existing Credit Agreements and the cancellation or the expiration of any letter of credit issued thereunder; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than August 29, 2001. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the BorrowerBorrower and the Banks of the Effective Date, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent such notice shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms be conclusive and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) binding on all parties hereto. The Borrower shall have confirmed and acknowledged the Banks party to the Administrative Agent and Existing Credit Agreement, comprising the Lenders"Required Banks" as defined therein, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, agree that (i) the execution, delivery commitments of the lenders under the Existing Credit Agreement shall terminate in their entirety immediately and performance automatically upon the effectiveness of this Amendment has been duly authorized Agreement, without further action by all requisite corporate action on any party to the part of the Borrower and each other Loan Party; Existing Credit Agreement, (ii) all accrued fees under the Existing Credit Agreement (as amended hereby) shall be due and each other Loan Document constitute valid payable at such time and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) subject to the representations and warranties by funding loss indemnities in the Existing Credit Agreement, the Borrower may prepay any and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct all loans outstanding thereunder on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event effectiveness of Default exists under the Credit Agreement or any of the other Loan Documentsthis Agreement.
Appears in 1 contract
Sources: Credit Agreement (Duke Energy Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth shall have been satisfied or waived in this accordance with Section 5 are satisfied (the “Amendment Effective Date”):9.05:
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto;
(b) receipt by the Agent for the account of each Bank, if requested by such Bank, of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.04;
(c) receipt by the Agent of (i) a perfection certificate from the Borrower in form and substance reasonably satisfactory to the Agent, (ii) copies of the results of current Uniform Commercial Code (“UCC”) lien searches in the jurisdiction in which the Borrower is organized, such results to be in form and substance reasonably satisfactory to the Agent; (iii) authorizations to file UCC financing statements (or the equivalent in the applicable jurisdictions), including, without limitation, amendments to existing UCC financing statements, with such financing statements to be in form and substance reasonably satisfactory to the Agent, (iv) control agreements (or the equivalent in the applicable jurisdictions) to the extent applicable, and (v) such other documents, instruments and/or agreements the Agent may require to perfect its security interest in the Collateral (as defined in the Security Agreement) in the relevant jurisdictions;
(d) receipt by the Banks of the legal opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, which legal opinion shall have received executed counterpart signature pages be in form and substance reasonably acceptable to the Agent;
(e) receipt by the Agent of a certificate manually signed by an officer of the Borrower which is reasonably satisfactory to the Agent to the effect set forth in clauses, (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (c) (provided if the Borrower is not submitting a Notice of Borrowing on the Effective Date, references to borrowings shall not be required) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Agent;
(f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, (iii) the current Prospectus as then in effect, (iv) the investment advisory agreement between the Borrower and the Investment Adviser as then in effect, (v) the Custody Agreement then in effect; (vi) the Redomestication Agreement, including all amendments thereto; and (vii) the Agreement and Plan of Merger, including all amendments thereto;
(g) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date;
(h) a copy of the certificate of trust of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware;
(i) the Banks being satisfied in their reasonable discretion that there has been no material adverse change in the business, assets or financial condition of the Original Borrower since December 31, 2011;
(j) receipt by the Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Amendment from Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board and other governmental and regulatory authorities, the existence of the Borrower, the Administrative authority for and the validity and enforceability of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent;
(k) receipt by the Agent of a certificate manually signed by an officer of the Borrower which is reasonably satisfactory to the Agent certifying that the Redomestication Transaction has occurred and Lenders comprising at least attaching thereto evidence of the Majority Lenders occurrence of the Merger;
(provided that, for l) receipt by the avoidance Agent of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment a written notice from the Lenders comprising at least New High Yield Delaware Trust terminating in its entirety that certain Credit Agreement dated as of April 15, 2010 by and among the Required LendersMaryland Corporation, then the terms lending institutions party thereto and conditions set forth State Street Bank and Trust Company as agent for such lenders and all obligations thereunder have been repaid in Section 3 of this Amendment shall also become effective)full; and
(bm) receipt by the Agent of payment of all reasonable fees and expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than August 27, 2012. The Borrower Agent shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment The Commitments shall become effective upon only when all the first date on which all of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):have been satisfied:
(a) The the Administrative Agent shall have received executed counterpart received, from each party listed on the signature pages hereof, either a counterpart hereof signed by such party or facsimile or other written confirmation satisfactory to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders confirming that such party has signed a counterpart hereof;
(provided that, for the avoidance of doubt, if b) the Administrative Agent shall have received executed counterpart signature pages an opinion of General Counsel of the Borrower (or such other counsel for the Borrower as may be acceptable to this Amendment from the Lenders comprising at least Agent), substantially in the form of Exhibit E hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required LendersLenders may reasonably request;
(c) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, then special counsel for the terms Administrative Agent, substantially in the form of Exhibit F hereto, and conditions set forth covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in Section 3 the amount heretofore mutually agreed;
(e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(bf) The Borrower shall have confirmed and acknowledged to the Administrative Agent shall have received evidence satisfactory to it that the “Commitments” under and as defined in the LendersMarathon Facility have become effective prior to or simultaneously with the Commitments becoming effective hereunder; provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than May 20, and by its execution and delivery of this Amendment2004. Promptly after the Effective Date occurs, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) Lenders thereof, and each other Loan Document constitute valid such notice shall be conclusive and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsall parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Marathon Oil Corp)
Effectiveness. This Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions waivers set forth in Section 3 2 hereof and the Credit Agreement, the Security Agreement and the amendments to the Transaction Documents set forth in Section 4 hereof shall become effective, as of the date hereof, upon the Lenders’ and the Agent’s satisfaction with each of the following conditions precedent (the time when all such conditions precedent have been waived or satisfied, the “Effective Time”):
5.1 The Agent (or its counsel) shall have each received the following:
(i) counterparts of this Amendment shall also become effective)Agreement that, when taken together, bear the signatures of (a) the Borrower, (b) each Guarantor, (c) the Lenders and (d) the Agent;
(ii) duly executed copies of the Assignment Agreement, the Resignation Agreement and all attachments and schedules thereto; and
(biii) The Borrower duly executed originals, or where applicable copies or such other evidence in form and substance satisfactory to the Agent and the Lenders, that each of the documents and certificates and other conditions precedent set forth in Section 3.01 of the Credit Agreement and/or in the Closing Checklist attached as Exhibit E hereto shall have confirmed been duly executed, delivered, evidenced, waived and/or or otherwise satisfied.
(iv) Evidence (in form and acknowledged substance satisfactory to the Agent) that all of the fees, charges and expenses payable on the Effective Date to the (x) the Prior Agent and Prior Lenders and (y) the Agent and the Lenders (including fees and expenses of R▇▇▇ ▇▇▇▇▇ LLP, M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, G▇▇▇▇▇▇▇▇ & Co., and AZB & Partners and each special counsel to the Administrative Agent and the Lenders) to the extent invoiced, plus such additional amounts of such fees, charges and disbursements as shall constitute Agent’s reasonable estimate of such fees, charges and disbursements incurred or to be incurred by its execution and delivery it through the Effective Date shall have been paid (or substantially contemporaneously with the Effective Time will be paid) (provided that such estimate shall not thereafter preclude a final settling of this Amendmentaccounts as among the Borrower, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Prior Agent, Prior Lenders, that (iAgent and/or the Lenders as applicable) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective termsthe terms of the Disbursement Letter.
5.2 After giving effect to the waivers and amendments contained herein and in the Credit Agreement, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement each of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and of each other Loan Party and Subsidiary which is a party to any Transaction Document contained in the Credit Agreement and any Transaction Document or in the other Loan Documents are any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (provided, that such materiality qualifier shall not be applicable to those representations and warranties qualified or modified by materiality in the text thereof) on and as of the date hereof as though made Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date. No Secured Party or Loan Party shall have become aware of any material adverse new or inconsistent information or other matter which was not previously disclosed to any Secured Party.
5.3 The Agent and Lenders shall have received evidence, in form and substance satisfactory to them (in their sole discretion), that the date hereof; Loan Amendment Transactions have been or substantially simultaneously with the effectiveness of this Agreement will be consummated in a manner satisfactory to the Agent and the Lenders and upon the effectiveness of this Agreement and the Loan Amendment Transactions, each of the Original Loans and other Obligations (ivas defined in the Original Credit Agreement) no Default evidenced by the Original Credit Agreement shall have been assigned to the Lenders or Event of Default exists have been terminated and, where required by the Agent, all guarantees therefor and security therefor shall be concurrently assigned (or with the Successor Agent’s consent, replaced with the security granted under the Credit Agreement Transaction Documents) and the Agent and the Lenders shall have received in form and substance satisfactory to them, evidence of such assignments or any replacements (including by release and replacement) of the Existing Transaction Documents and any other related documents (including any registrations, filings, notices or other documents necessary or desirable to release or evidence such assignment or replacement thereof). Each Lender, by delivering its signature page to this Agreement and funding a Loan Documentson the Closing Date, shall be deemed to have consented to, approved or accepted or to be satisfied with, the Credit Agreement, each Loan Amendment Transaction Document, each Transaction Document (as defined in the Credit Agreement) and each other document required hereunder or thereunder to be consented to, approved by or acceptable or satisfactory to a Lender, unless the Agent shall have received notice from such Lender prior to the Effective Time specifying its objection thereto.
Appears in 1 contract
Sources: Reaffirmation Agreement and Omnibus Amendment Agreement (New Beginnings Acquisition Corp.)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.04):
(a) receipt by the Documentation Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Documentation Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Documentation Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Documentation Agent of an opinion of the General Counsel for the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Documentation Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Agents, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Documentation Agent of a certificate signed by the chief financial officer, controller or the treasurer of the Borrower, to the effect set forth in clauses (b), (c) and (d) of Section 3.01, and to the effect that no "Default" (as defined therein) has occurred and is continuing under the Existing Credit Agreements;
(f) arrangements satisfactory to the Documentation Agent for the repayment of all loans (if any) outstanding under the Existing Credit Agreements and all interest and fees accrued thereunder shall have been made; and
(g) receipt by the Documentation Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agents; PROVIDED that this Agreement shall not become effective or binding on any party hereto unless all of the foregoing conditions are satisfied not later than October 31, 1996. The Administrative Documentation Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least each Bank of the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 effectiveness of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the LendersAgreement, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 11.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telecopy, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of (i) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel for the Company, substantially in the form of Exhibit E-1 hereto and (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, General Counsel of the Company, substantially in the form of Exhibit E-2 hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and
(d) receipt by the Administrative Agent of all documents it may have reasonably requested prior to the date hereof relating to the existence of the Company, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than December 21, 1998; and provided further that the provisions of Sections 2.08, 2.09, 2.14 and 11.03 shall become effective upon satisfaction of the condition specified in clause 3.01
(a). The Administrative Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Sources: Credit Agreement (Imc Global Inc)
Effectiveness. This Amendment No. 1 shall become effective upon the first date on which all and as of the conditions set forth in this Section 5 are satisfied date (such date the “Amendment No. 1 Effective Date”):) on which:
(a) The Administrative Agent this Amendment No. 1 shall have received been executed counterpart signature pages to this Amendment from the and delivered by (A) each Borrower, (B) the Required Lenders and (C) the Administrative Agent and Lenders comprising at least the Majority Lenders Agent;
(provided that, for the avoidance of doubt, if b) the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms Borrowers reimbursement for all reasonable and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed invoiced out-of-pocket fees and acknowledged expenses owed to the Administrative Agent in connection with this Amendment No. 1 and the Lenderstransactions contemplated hereby, including the reasonable fees, charges and by its execution and delivery disbursements of this Amendment, the Borrower does hereby confirm and acknowledge to counsel;
(c) the Administrative Agent and shall have received an officers’ certificate from the Lenders, Lux Borrower including a representation by a manager or director of the Lux Borrower that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under and is continuing on the date hereof and (ii) all representations and warranties contained in the Credit Agreement or any and in this Amendment No. 1 are true and correct in all material respects on and as of the other Loan Documentsdate hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date (provided that representations and warranties that are qualified by materiality shall be true and correct in all respects); and
(d) The Administrative Agent shall have received, for the benefit of each of the Lenders that have executed this Amendment No. 1 a fully-earned, non-refundable amendment fee equal to 0.25% of the outstanding principal amount of Loans held by such Lender as of the date of this Amendment No. 1, which fee will be earned, due and payable on the Amendment No. 1 Effective Date.
Appears in 1 contract
Effectiveness. This Amendment and Waiver shall become effective upon the first date on which all fulfillment of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):precedent:
(a) The Administrative the Borrower and each Guarantor shall have delivered to the Agent a duly executed copy of this Amendment and Waiver; (b) the Agent shall have received duly executed counterpart signature pages to copies of this Amendment and Waiver from the Required Lenders; (c) the Agent shall have received, on or before the date hereof, the Deed of Trust (as defined above) for the Fremont Energy Center in Fremont, Ohio, executed and delivered by the Borrower to the Collateral Trustee (for the benefit of, among others, the Lenders), together with any additional supporting documentation as shall be reasonably requested by the Agent, including (i) a certificate from the Borrower, 's insurance advisor as to the Administrative Agent sufficiency of the Borrower's insurance program and Lenders comprising at least compliance with the Majority Lenders insurance requirements of the Loan Documents and (provided that, for ii) copies of all consents and approvals required in connection with the avoidance execution and delivery by the Borrower of doubt, if such Deed of Trust; (d) the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lendersan opinion, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of dated the date hereof as though made as and addressed to the Agent and all Lenders, from local counsel with respect to the Deed of Trust for the Fremont Energy Center in Fremont, Ohio, in form and substance satisfactory to the Agent; (e) the Agent shall have received evidence satisfactory to it that ownership of the date hereofFremont Energy Center in Fremont, Ohio (including, without limitation, all power generation property and related equipment at such location) has been conveyed to the Borrower by merger or otherwise; (f) the Agent shall have received such other documents as the Agent shall have reasonably requested; and (ivg) no Default or Event of Default exists under shall have occurred and be continuing on the Credit Agreement or any of the other Loan Documentsdate hereof after giving effect to this Amendment and Waiver.
Appears in 1 contract
Sources: Credit Agreement (Calpine Corp)
Effectiveness. This Amendment The Commitments shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):Administrative Agent shall have received:
(a) The Administrative Agent shall have received counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages to this Amendment from the Borrowershall not have been received, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed in form satisfactory to it telegraphic, telex or other written confirmation from such party of execution of a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effectivehereof by such party); and;
(b) The the opinions of the General Counsel or Vice President – Legal Services of each Borrower substantially in the form of Exhibits E, F and G hereto, dated the Effective Date and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(c) evidence satisfactory to it that all filings, consents and approvals, if any, required to be made with, or obtained from, any governmental authority in connection with the transactions contemplated hereby shall have confirmed been made or obtained and acknowledged to the Administrative Agent shall be, in each case, in full force and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct effect on and as of the date hereof as though made as Effective Date;
(d) all documents the Administrative Agent may reasonably request relating to the existence of the date hereof; Borrowers, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(ive) no Default or Event the Administrative Agent shall have received evidence satisfactory to it of Default exists the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under the Existing Credit Agreement; and
(f) the Borrowers shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than November 30, 2011. The Administrative Agent shall promptly notify the Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Lenders that are parties to the Existing Credit Agreement or any comprising the “Required Lenders” as defined in the Existing Credit Agreement, and the Borrowers agree to eliminate the requirement under Section 2.09 of the other Loan DocumentsExisting Credit Agreement that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and further agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of the Commitments and that the accrued facility fees thereunder to but excluding the date of such effectiveness shall be payable on the date of such effectiveness.
Appears in 1 contract
Effectiveness. This Second Amendment shall become effective upon on the first date on which all of the following conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):precedent shall have been satisfied:
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 counterparts of this Amendment shall also become effective); andSecond Amendment, duly executed and delivered by the Borrower and each of the other parties hereto;
(b) The Borrower the Administrative Agent shall have confirmed received a copy of the resolutions, in form and acknowledged substance satisfactory to the Administrative Agent and Agent, of the Lenders, and by its execution and delivery Board of this Amendment, Directors of each of the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) STC Parties authorizing the execution, delivery and performance of the Purchase Agreement, the Exchange Agreement and this Second Amendment has been duly authorized by all requisite corporate action on (to the part extent a party thereto) and the creation and perfection of the Borrower security interests and each other Loan Party; (ii) the Credit Agreement (as amended hereby) liens described in paragraph 8 below and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto all transactions in accordance with their respective termsconnection therewith, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties certified by the Borrower and Secretary or an Assistant Secretary of each other Loan such STC Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; , which certificate shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded as of the date of such certificate;
(c) the Administrative Agent shall have received, to the extent that it has not theretofore received, a certificate of the Secretary or Assistant Secretary of each of the STC Parties as to the incumbency and (iv) no Default signature of each of the officers signing this Second Amendment, and any other instrument or Event of Default exists under the Credit Agreement or document delivered by any of the STC Parties in connection herewith, together with evidence of the incumbency of such Secretary or Assistant Secretary; and
(d) executed versions of the Purchase Agreement and the Exchange Agreement (and any waivers, amendments, supplements or other Loan Documentsmodifications thereto) shall have been delivered and shall be in form and substance satisfactory to the Lenders and the Sinc▇▇▇▇ ▇▇▇-License Transfer shall have been consummated pursuant to the terms of the Purchase Agreement.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which that all of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.04):
(a) The Administrative receipt by the Agent shall have received executed from each of the parties hereto of either (i) a counterpart signature pages hereof signed by such party or (ii) telegraphic, telex or other written confirmation, in form satisfactory to this Amendment from the BorrowerAgent, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed confirming that a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andhereof has been signed by such party;
(b) The Borrower shall have confirmed receipt by the Agent of a certificate signed by the Vice Chairman for Strategy and acknowledged Finance or the Vice President, 24 20 Finance of the Borrower, dated the Effective Date, to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, effect that (i) the execution, delivery no Default has occurred and performance of this Amendment has been duly authorized by all requisite corporate action on the part is continuing as of the Borrower Effective Date and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties of the Borrower set forth in Article IV hereof are true in all material respects on, and as of, the Effective Date;
(c) receipt by the Borrower Agent of an opinion of Will▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇, Esq., counsel to the Borrower, of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel to the Borrower, and of Drinker Bidd▇▇ & ▇eat▇ ▇▇▇, Pennsylvania counsel to the Borrower, in each other Loan Party contained case given upon the Borrower's express instructions, substantially in the Credit Agreement forms of Exhibits B-1, B-2 and B-3 hereto, respectively;
(d) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the other Loan Documents Agent;
(e) the material terms and conditions of the Spin-Off Transactions and all material agreements relating thereto shall be reasonably satisfactory to the Agent;
(f) the fact that the representations and warranties of the Borrower set forth in Article IV hereof are true and correct in all material respects on and as of the date hereof as though made as Effective Date;
(g) the Banks shall have received the financial statements referred to in Section 4.04(a);
(h) the Other Credit Agreements shall have been executed and delivered by the parties thereto and shall be effective;
(i) the Borrower shall have terminated all commitments under, and paid all amounts accrued and owing under, the Existing Credit Agreements; and
(j) the Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the 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; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the date hereof; foregoing conditions are satisfied not later than January 31, 2001. The Agent shall promptly notify the Borrower and (iv) no Default or Event of Default exists under the Credit Agreement or any Banks of the other Loan DocumentsEffective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent of a duly executed Promissory Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of each of (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President and Chief Corporate Counsel of the Guarantor, substantially in the form of Exhibit E hereto, (ii) Beghin & ▇▇▇▇▇▇ in association with ▇▇▇▇▇ & Overy, special Luxembourg counsel for the Borrower, substantially in the Administrative Agent form of Exhibit F hereto and Lenders comprising at least the Majority Lenders (provided thatiii) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special Bermuda counsel for the avoidance Guarantor, substantially in the form of doubtExhibit G hereto;
(d) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, if special counsel for the Administrative Agent, substantially in the form of Exhibit H hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Borrower and the Guarantor, the corporate authority for and the validity of this Agreement and the Promissory Notes, and any other matters reasonably determined by the Agent to be relevant hereto, all in form and substance reasonably satisfactory to the Agent;
(f) receipt by the Agent of evidence satisfactory to it that all principal of any loans outstanding under, and all accrued interest and fees under, the Existing 364-Day Agreement shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth been paid in Section 3 of this Amendment shall also become effective)full; and
(bg) The Borrower shall have confirmed and acknowledged to receipt by the Administrative Agent and of payment of participation fees for the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part account of the Borrower Banks in the respective amounts heretofore mutually agreed; PROVIDED that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than February 11, 2000. The Agent shall promptly notify the Borrower, each Bank and each other Loan Party; (ii) party to the Credit Existing 364-Day Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of Effective Date, and such notice shall be conclusive and binding on all parties to the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Financing Documents.
Appears in 1 contract
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/)
Effectiveness. This Amendment Agreement shall become effective upon ------------- on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Documentation Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any Bank as to which an executed counterpart shall not have been received, receipt by the Documentation Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such Bank of execution of a counterpart hereof by such Bank);
(b) receipt by the Documentation Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Documentation Agent of all fees payable for its own account on or before the Effective Date pursuant to the letter dated March 17, 1997 between the Borrower and the Documentation Agent;
(d) receipt by the Documentation Agent of evidence satisfactory to it of (i) the termination, effective on or before the Effective Date, of the commitments under the Existing Credit Agreement, (ii) the repayment in full, not later than the Effective Date, of all loans (if any) thereunder, together with interest accrued thereon to the date of payment and (iii) the receipt by the proper parties of all accrued and unpaid facility fees and all other amounts due and payable for the account of the agents or any other party under the Existing Credit Agreement;
(e) receipt by the Documentation Agent of an opinion of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel for the Borrower, or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., Senior Vice President for the Borrower, substantially in the form of Exhibit E hereto;
(f) receipt by the Documentation Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel for the Documentation Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and
(g) receipt by the Documentation Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant to any of the foregoing, all in form and substance reasonably satisfactory to the Documentation Agent. Provided that this Agreement shall not become effective or be binding on any -------- party hereto unless all of the foregoing conditions are satisfied (or waived in accordance with Section 9.05) not later than the close of business on the fifteenth Domestic Business Day after the date hereof. The Administrative Documentation Agent shall have received executed counterpart signature pages to this Amendment from promptly notify the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for Banks of the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the LendersEffective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Effectiveness. This Amendment No. 2 shall become effective upon the first date on which all as of the date hereof on the date when each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment No. 2 Effective Date”):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by the Company, the Agent, each New Bank and each Exiting Bank (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of facsimile, telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the BorrowerAgent of an opinion of the General Counsel of the Company, substantially in the form of Exhibit E to the Credit Agreement and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Agent of all documents the Agent may reasonably request relating to the existence of the Company, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)No. 2 and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(bd) The Borrower shall have confirmed and acknowledged to payment by the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that Company (i) to the executionAgent, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on for the part accounts of the Borrower Banks, of participation fees in the amounts and each other Loan Party; to be shared among the Banks as heretofore mutually agreed upon and (ii) the Credit Agreement (as amended hereby) of all other amounts due and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists payable under the Credit Agreement and/or this Amendment No. 2, including all fees and other amounts due and payable under the Fee Letter, dated as of April 29, 2004 among the Agent, ▇.▇. ▇▇▇▇▇▇ Securities Inc., as Lead Arranger, and the Company; provided that this Amendment No. 2 shall not become effective or be binding on any party hereto unless all of the other Loan Documentsforegoing conditions are satisfied not later than May 26, 2004. The Agent shall promptly notify the Company and the Banks of the Amendment No. 2 Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment shall become effective upon the first date on which all as of the conditions set forth in this Section 5 are satisfied time (the “Amendment Effective DateTime”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from at which each of the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and following conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that precedent are satisfied: (i) the execution, delivery Administrator has executed this Amendment and performance receives each of the following: (A) counterparts of this Amendment has been duly authorized (whether by all requisite corporate action on the part facsimile or otherwise) executed by each of the Borrower other parties hereto, in form and substance satisfactory to the Administrator in its sole discretion, (B) counterparts of the 2nd A&R Fee Letter (whether by facsimile or otherwise) executed by each of the parties thereto, in form and substance satisfactory to the Administrator in its sole discretion, (C) counterparts of the JPM Intercreditor Agreement (whether by facsimile or otherwise) executed by each of the parties thereto, in form and substance reasonably satisfactory to the Administrator, (D) favorable opinions, in form and substance reasonably satisfactory to the Administrator and each Purchaser Agent, of (x) K&L Gates LLP, counsel for Seller and the Originators, as to certain UCC and general corporate and enforceability matters (including certain conflicts matters), (y) ▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special Connecticut counsel to Communications Supply Corporation, as to certain UCC and general corporate and enforceability matters (including certain conflicts matters) and (z) Friday ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special Arkansas counsel to ▇▇▇▇▇▇▇-▇▇▇▇▇ Company, as to certain UCC and general corporate and enforceability matters (including certain conflicts matters), in each case as the Administrator or any Purchaser Agent may reasonably request and (E) such other Loan Party; agreements, documents, instruments and opinions as the Administrator may request and (ii) the Credit Agreement “Structuring Fee” (under and as amended herebydefined in the 2nd A&R Fee Letter) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto shall have been paid in full in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating the terms of the 2nd A&R Fee Letter. The condition subsequent to or affecting the enforcement effectiveness of creditors’ rights generally and by general principles this Amendment is that the Assignor shall have received payment in full of equity; (iii) each of the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement amounts owed to it under and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsaccordance with Section 2 above.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Wesco International Inc)
Effectiveness. This Amendment Agreement shall become effective upon on the first date it is signed by all parties hereto, provided that neither the Company nor Masco Europe may obtain funding of any Loans hereunder until the date (the "Effective Date") which is the later of November 6, 2000 or the date on which all each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(aA) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of facsimile or other written confirmation from such party that it has executed a counterpart hereof);
(B) receipt by the Agent of an opinion of (x) John ▇. ▇▇▇▇▇▇▇, Senior Vice President-General Counsel of the Company, substantially in the form of Exhibit C-1 hereto and (y) De B▇▇▇▇, ▇▇n ▇▇▇▇▇, ▇▇gae & Loes▇▇, ▇▇xembourg counsel of Masco Europe, substantially in the form of Exhibit C-2 hereto, and, in each case, covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(C) receipt by the Agent of a certificate of a duly authorized officer of the Company, dated the Effective Date, certifying that (i) as of such date no Default shall have received executed counterpart signature pages occurred and be continuing, (ii) as of such date the representations and warranties of the Company contained in this Agreement are true in all material respects and (iii) as of such date there has been no material adverse change in the business condition (financial or otherwise), operations, performance, properties or prospects of the Company and its Subsidiaries, considered as a whole, from that reflected in the financial statements referred to this Amendment from in Section 4.04(A);
(D) receipt by the BorrowerAgent of all documents it may reasonably request relating to the existence of the Company and Masco Europe, the Administrative corporate authority for and the validity of this Agreement and the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Agent;
(E) receipt by the Agent and Lenders comprising at least of a certificate of the Majority Lenders (provided that, for chief financial officer or chief accounting officer of the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set Company setting forth in Section 3 reasonable detail the calculations required to establish whether the Company is in compliance with the requirements of this Amendment shall also become effective)Sections 5.02 to 5.04 inclusive as of last day of the most recently completed fiscal quarter for which financial statements have been made publicly available; and
(bF) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties receipt by the Borrower and each other Loan Party contained in Agent of evidence reasonably satisfactory to it that, concurrently with the Credit Agreement and in Banks making the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and initial Loans hereunder, (ivx) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.all amounts
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which that all of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.04):
(a) The Administrative receipt by the Agent shall have received executed from each of the parties hereto of either (i) a counterpart signature pages hereof signed by such party or (ii) facsimile transmission or other written confirmation, in form satisfactory to this Amendment from the BorrowerAgent, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed confirming that a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); andhereof has been signed by such party;
(b) The Borrower shall have confirmed and acknowledged receipt by the Agent of a certificate signed by the Chief Financial Officer or the Vice President, Finance, of the Borrower, dated the Effective Date, to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, effect that (i) the execution, delivery no Default has occurred and performance of this Amendment has been duly authorized by all requisite corporate action on the part is continuing as of the Borrower Effective Date and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties of the Borrower set forth in Article IV hereof are true in all material respects on, and as of, the Effective Date;
(c) receipt by the Borrower Agent of an opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III, Esq., counsel to the Borrower, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, special counsel to the Borrower, and of Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, Pennsylvania counsel to the Borrower, in each other Loan Party contained case given upon the Borrower’s express instructions, substantially in the Credit Agreement forms of Exhibits E-1, E-2 and E-3 hereto, respectively;
(d) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the other Loan Documents Agent;
(e) the representations and warranties of the Borrower set forth in Article IV hereof are true and correct in all material respects on and as of the date hereof as though made Effective Date;
(f) receipt by the Lenders of all the financial statements referred to in Section 4.04(a);
(g) all fees, interest and other amounts accrued for the accounts of or owing to the Lenders, the Issuing Banks and the Agent under the Existing Credit Agreement, whether or not due and payable as of the date hereof; Effective Date, shall have been paid or shall simultaneously be paid in full, and (iv) no Default Loans or Event Letters of Default exists Credit shall be outstanding under the Existing Credit Agreement on the Effective Date; and
(h) the Agent shall have received all fees and other amounts due and payable by the Borrower on or prior to the 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; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the other Loan Documentsforegoing conditions are satisfied not later than April 18, 2008. The Agent shall promptly notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.5):
(a) receipt by the Administrative Agent of counterparts hereof signed in number sufficient for each party by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of a duly executed Revolving Note in favor of each Lender requesting a Revolving Note and a duly executed Swingline Note in favor of the Swingline Lender (if requested thereby);
(c) receipt by the Administrative Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit B hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request;
(d) receipt by the Administrative Agent of all fees payable on or prior to the Effective Date;
(e) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower and the corporate authority for and the validity of this Agreement and the Notes, all in form and substance satisfactory to the Administrative Agent;
(f) since December 31, 2011 there has been no event, condition or occurrence that could have a Material Adverse Effect; and
(g) the Existing Credit Agreement and the commitments thereunder shall have been (or will be concurrently) fully terminated and all “Obligations” outstanding under and defined therein shall be fully paid; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than May 15, 2012. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Lenders of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Effectiveness. This Each of (i) this Amendment and (ii) the obligations of each Tranche A-1 Term Lender to make a Tranche A-1 Term Loan hereunder shall become effective upon as of the first date on which all of the conditions set forth in this Section 5 are satisfied (such date being referred to as the “Amendment Tranche A-1 Incremental Effective Date”):) that each of the following conditions shall have been satisfied or waived in accordance with the terms of the Credit Agreement:
(a) The Administrative Agent Agent’s receipt of the following, each of which shall have received be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed counterpart signature pages to this Amendment from by a Responsible Officer of the Borrowersigning Loan Party, each dated as of the Administrative Agent Tranche A-1 Incremental Effective Date (or, in the case of certificates of governmental officials, a recent date before the Tranche A-1 Incremental Effective Date) and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms each in form and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged substance satisfactory to the Administrative Agent and each of the Lenders, and by its execution and delivery :
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Tranche A-1 Term Lender, the Required Lenders and the Borrower;
(ii) a Note executed by the Borrower does hereby confirm in favor of each Tranche A-1 Term Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require evidencing the identity, authority and acknowledge capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment, the Credit Agreement and the other Loan Documents to which such Loan Party is a party;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect;
(v) a favorable opinion of each of Winston & ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, ▇▇▇▇▇ & Lardner LLP, Wisconsin counsel to the Loan Parties, and ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., Minnesota counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Lenders, that Loan Parties and the Loan Documents as the Required Lenders may reasonably request;
(ivi) an officer’s certificate prepared by the execution, delivery chief financial officer of the Borrower attesting to the financial condition and performance of this Amendment has been duly authorized by all requisite corporate action on the part Solvency of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is its Subsidiaries, taken as a party thereto in accordance with their respective termswhole, except as such enforceability may respectively, after giving effect to the Tranche A-1 Term Loans to be limited by bankruptcymade on the Tranche A-1 Incremental Effective Date, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally Merger and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true transactions contemplated hereby, in form and correct substance reasonably satisfactory to the Administrative Agent;
(vii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or any Lender reasonably may require.
(b) Any and all fees payable on and as or before the Tranche A-1 Incremental Effective Date shall have been paid or be simultaneously paid with the proceeds of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.Tranche A-1
Appears in 1 contract
Effectiveness. (a) This Amendment (other than Section 3 hereof) shall become effective upon on the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received received:
(i) counterparts hereof signed by the Required Lenders and the Borrower (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Administrative Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(ii) with respect to each Lender that shall have delivered a signed counterpart hereof to the Lenders comprising at least the Required Lenders, then the terms and conditions Administrative Agent as set forth in clause (i) above at or prior to 5:00 pm, New York City time, on October 30, 2009, (1) an amendment fee payable by the Borrower for the account of such Lender in an amount equal to 0.50% of the principal amount of such Lender’s outstanding Loans and (2) a fee in respect of the waiver granted by Section 3 hereof payable by the Borrower for the account of such Lender in an amount equal to 0.50% of the principal amount of such Lender’s outstanding Loans;
(iii) an executed consent (which may be part of the amendment referred to in Section 5 hereof) of the Required Lenders under and as defined in the First Lien Credit Agreement to the terms hereof; and
(iv) payment in full of all fees and expenses payable by the Borrower pursuant to Section 9.05 of the Credit Agreement or otherwise, including the fees and expenses of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Administrative Agent.
(b) Section 3 of this Amendment shall also become effective); andeffective when the conditions referred to in Section 8(a) shall have been satisfied, but then only as to each Lender party hereto.
(bc) The Borrower For the avoidance of doubt, the interest rates set forth in the definition of “Applicable Percentage” shall have confirmed and acknowledged to take effect immediately upon the Administrative Agent and the Lenders, and by its execution and delivery effectiveness of this Amendment.
(d) Except as expressly set forth herein, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance waiver contained herein shall not constitute a waiver of this Amendment has been duly authorized by all requisite corporate action on the part any term or condition of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsDocument, and all such terms and conditions shall remain in full force and effect and are hereby ratified and confirmed in all respects.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Global Geophysical Services Inc)
Effectiveness. This (a) The amendments to the Credit Agreement set forth in Section 2, the release of the Guarantee pursuant to Section 3 and reaffirmation of the guaranty and security pursuant to Section 9 of this Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made provided that the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and each Loan Party.
(b) The increase in the amount of the Borrowing Base and the Aggregate Commitments pursuant to Sections 4 through 6 and other amendments and transactions contemplated by Sections 4 through 8 of this Amendment, shall become effective on and as of the date hereof; hereof (the “Effective Date”), provided that the Administrative Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent:
(i) counterparts hereof duly executed by each of the Lenders (including each New Lender) and each Loan Party;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(iv) a favorable opinion of ▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in the opinion letter of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP dated November 21, 2006, delivered in connection with the Credit Agreement, in each case after giving effect to this Amendment and the transactions contemplated hereby;
(v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no Default such consents, licenses or Event approvals are so required;
(vi) a certificate signed by a Responsible Officer of Default exists the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) of the Credit Agreement have been satisfied and (B) that there has been no event or circumstance since December 31, 2007 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Amendment and the incurrence of indebtedness under the Credit Agreement Agreement, from its chief financial officer;
(viii) such other certificates, documents, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require; and
(ix) evidence that any of fees required to be paid on or before the other Loan DocumentsEffective Date shall have been paid.
Appears in 1 contract
Effectiveness. This Amendment shall become effective upon The amendments to the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions Transaction Documents set forth in Section 3 hereof shall become effective as of the Effective Date and at the Effective Time upon the satisfaction (or waiver) of each of the following conditions precedent (the time when all such conditions precedent have been waived or satisfied, the “Effective Time”):
5.1 The Collateral Agent and the Holders (or their respective counsel) shall have each received the following:
(i) counterparts of this Amendment shall also become effective)Agreement that, when taken together, bear the signatures of (a) the Note Parties, (b) the Holders and (c) the Collateral Agent; and
(bii) The Borrower duly executed originals, or where applicable copies or such other evidence in form and substance satisfactory to the Holders that each of the documents and certificates and other conditions precedent set forth in Exhibit A hereto shall have confirmed and acknowledged to the Administrative Agent and the Lendersbeen duly executed, and by its execution and delivery delivered, evidenced, waived and/or or otherwise satisfied.
5.2 No Note Party shall have become aware of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no any Default or Event of Default exists under the Credit Agreement Transaction Documents that has not been waived, (ii) any default or event of default or any similar event or circumstance under any material contract or material permit reasonably likely to give rise to a termination of such contract or material permit other than as set forth on Schedule 3(t) to the Purchase Agreement, (iii) any other material adverse new or inconsistent information or other matter which was not previously disclosed to the Holders that is not otherwise disclosed in the Company Disclosure Letter, or (iv) the occurrence of any event or series of events that would have or resulted in a Material Adverse Effect since November 6, 2023, except as set forth in Schedule 3(l) of the Purchase Agreement. For purpose of this Section 5.2, “material contract” shall mean a contract required to be filed as an exhibit to a filing with the Securities Exchange Commission under 29 CFR §229.601. Each Holder, by delivering its signature page to this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, this Agreement, the Purchase Agreement, the Security Agreement, each Note Amendment Transaction Document, each Transaction Document and each other Loan Documentsdocument required hereunder or thereunder to be consented to, approved by or acceptable or satisfactory to such Holder, unless the Company and the Collateral Agent shall have received notice from such Holder prior to the Effective Time specifying its objection thereto.
Appears in 1 contract
Sources: Omnibus Amendment No. 3 Agreement (Astra Space, Inc.)
Effectiveness. This (a) The amendments to the Credit Agreement set forth in Section 2, the release of the Guarantee pursuant to Section 3 and reaffirmation of the guaranty and security pursuant to Section 9 of this Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made provided that the Administrative Agent shall have received counterparts hereof signed by each of the Required Lenders and each Loan Party.
(b) The increase in the amount of the Borrowing Base and the Aggregate Commitments pursuant to Sections 4 through 6 and other amendments and transactions contemplated by Sections 4 through 8 of this Amendment, shall become effective on and as of the date hereof; hereof (the “Effective Date”), provided that the Administrative Agent shall have received the following, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance satisfactory to the Administrative Agent:
(i) counterparts hereof duly executed by each of the Lenders (including each New Lender) and each Loan Party;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
(iv) a favorable opinion of V▇▇▇▇▇ and E▇▇▇▇▇ LLP, counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in the opinion letter of V▇▇▇▇▇ & E▇▇▇▇▇ LLP dated November 21, 2006, delivered in connection with the Credit Agreement, in each case after giving effect to this Amendment and the transactions contemplated hereby;
(v) a certificate of a Responsible Officer of each Loan Party either (A) attaching copies, or an exhibit, of all consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no Default such consents, licenses or Event approvals are so required;
(vi) a certificate signed by a Responsible Officer of Default exists the Borrower certifying (A) that the conditions specified in Sections 4.02(b) and (c) of the Credit Agreement have been satisfied and (B) that there has been no event or circumstance since December 31, 2007 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(vii) certificates attesting to the Solvency of each Loan Party before and after giving effect to this Amendment and the incurrence of indebtedness under the Credit Agreement Agreement, from its chief financial officer;
(viii) such other certificates, documents, or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require; and
(ix) evidence that any of fees required to be paid on or before the other Loan DocumentsEffective Date shall have been paid.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance such party of doubt, if the Administrative Agent shall have received executed execution of a counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effectivehereof by such party); and;
(b) The Borrower shall have confirmed receipt by the Agent for the account of each Bank of a duly executed Note dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit E hereto and acknowledged covering such additional matters relating to the Administrative transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent and of evidence reasonably satisfactory to it that the Lenders, and by its execution and delivery approval of this Amendment, the Borrower does hereby confirm and acknowledge New York State Public Service Commission with respect to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance by the Borrower of this Amendment Agreement and the Notes has been duly authorized obtained and is in full force and effect;
(e) the commitments of the banks under the 1990 Credit Agreement shall have terminated and all amounts due and payable thereunder shall have been paid; and
(f) receipt by the Agent of all requisite documents it may reasonably request relating to the existence of the Borrower, the corporate action authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the part of foregoing conditions are satisfied not later than October 31, 1996. The Agent shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Central Hudson Gas & Electric Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of an opinion of the principal legal officer of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) receipt by the Administrative Agent of an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Administrative Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) the receipt by the Administrative Agent of evidence satisfactory to it that all principal of and accrued interest on any loans outstanding under either of the Existing Credit Agreements, and all accrued fees thereunder, shall have been paid in full;
(e) receipt by the Administrative Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(f) receipt by the Administrative Agent of evidence satisfactory to it that the participation fees for the account of the Banks in the respective amounts heretofore mutually agreed shall have been paid in full. provided that this Agreement shall not become effective or binding on any party hereto unless all of the foregoing conditions are satisfied not later than March 23, 2000. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.each
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Administrative Agent of (i) an opinion of the General Counsel to the Company, substantially in the form of Exhibit A hereto, and Lenders comprising at least (ii) an opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, special counsel to the Majority Lenders Company, substantially in the form of Exhibit B hereto, and in each case covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(provided thatc) receipt by the Administrative Agent of all documents the Administrative Agent may reasonably request relating to the existence of the Company, the corporate authority for and the validity of this Agreement, the borrowing of the Loans, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent;
(d) receipt by the Administrative Agent of payment of participation fees for the avoidance account of doubtthe Banks in the respective amounts heretofore mutually agreed; and
(e) the entire principal amount of any loans outstanding under the Existing Credit Agreement, if together with accrued interest, fees and other amounts in respect thereof, shall have been paid in full, and the Administrative Agent shall have received executed counterpart signature pages a certificate in form satisfactory to this Amendment it from the Lenders comprising at least Company to such effect; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the Required Lendersforegoing conditions are satisfied not later than May 22, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) 2013. The Borrower shall have confirmed and acknowledged to the Administrative Agent shall promptly notify the Company and the LendersBanks of the Effective Date, and by its execution such notice shall be conclusive and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by binding on all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentsparties hereto.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Syndication Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Syndication Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Syndication Agent of an opinion of the General Counsel of the Borrower, given upon the express instruction of the Borrower, substantially in the
(c) receipt by the Syndication Agent of an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agents, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Syndication Agent of all documents it may reasonably request relating to the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Syndication Agent;
(e) receipt by the Syndication Agent of evidence satisfactory to it of the payment of all principal of and interest on any loans outstanding under, and of all other amounts payable under, the Existing Credit Agreement; and
(bf) receipt by the Syndication Agent of evidence satisfactory to it that all participation fees have been paid to the Banks in such amounts previously agreed; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than July 31, 1997. The Syndication Agent shall promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Existing Credit Agreement, comprising the "Required Banks" as defined therein, and the Borrower agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrower shall have confirmed and acknowledged be obligated to pay the accrued facility fees thereunder to but excluding the date of such effectiveness. In the event that a Notice of Borrowing is given to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge prior to the Administrative Agent and the LendersEffective Date, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and Section 2.13 shall become effective as of the date hereof as though made as such Notice of the date hereof; and (iv) no Default Borrowing is given, whether or Event of Default exists under the Credit Agreement or any of not the other Loan Documentsprovisions of this Agreement become effective in accordance with this Section 3.01.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05 hereof):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto;
(b) receipt by the Agent for the account of each Bank, if requested by such Bank, of the following (in each case dated on or before the Effective Date and complying with the provisions of Section 2.04) hereof: (i) in the event such Bank has a Revolving Commitment, a duly executed Revolving Note, and (ii) in the event such Bank has a Term Commitment, a duly executed Term Note;[reserved];
(c) [reserved];
(d) receipt by the Banks of the legal opinion of K&L Gates LLP, counsel for the Borrower, covering such matters relating to the transactions contemplated hereby as the Banks may reasonably request;
(e) receipt by the Agent of a Notice of Borrowing with respect to the Loans requested to be Reclassified or borrowed on the Effective Date (together with the other information and documents required by Section 3.02(a)), a Borrowing Base Report as required by Section 3.02(b), and a certificate manually signed by an officer of the Borrower which is satisfactory to the Banks to the effect set forth in clauses (c) and (d) of Section 3.02, such certificate to be dated the Effective Date and to be in form and substance reasonably satisfactory to the Agent;
(f) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Agent and dated the Effective Date as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under the Loan Documents for and on behalf of the Borrower, and certifying as to the effectiveness as of the Effective Date of, and attaching copies of, (i) to the extent any Charter Document has changed since September 30, 2014, a copy thereof, together with all amendments, restatements, supplements or other modifications thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) to the extent the Prospectus has changed since September 30, 2014, the Prospectus, together with all amendments, restatements, supplements or other modifications thereto, (iv) such material as accurately and completely sets forth all Investment Policies and Restrictions, to the extent the Investment Policies and Restrictions have changed since September 30, 2014, (v) to the extent any investment management agreement of the Borrower with any investment advisor or sub-advisor has changed or been entered into since September 30, 2014, a copy thereof, and (vi) to the extent the Custody Agreement has changed since September 30, 2014, the Custody Agreement;
(g) receipt by the Agent of a legal existence and good standing certificate for the Borrower from the State of Maryland Department of Assessments and Taxation, dated as of a recent date;
(h) [reserved];
(i) the Agent shall have (x) completed its due diligence review, and the results of any such due diligence review are satisfactory in form and substance to the Agent and its counsel, and (y) received executed counterpart signature pages all such documents and information as the Agent, at the request of any Bank, shall have requested in order to comply with “know-your-customer” and other anti-terrorism, anti-money laundering and similar rules and regulations and related policies;
(j) receipt by the Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Amendment from Agreement relating to compliance with applicable rules and regulations promulgated by the Federal Reserve Board of Governors and other governmental and regulatory authorities, the existence of the Borrower, the Administrative Agent authority for and Lenders comprising at least the Majority Lenders (provided that, for validity and enforceability of this Agreement and the avoidance of doubtNotes, if any, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Administrative Agent;
(k) receipt by the Agent shall have received executed counterpart signature pages of all accrued and unpaid interest and fees under the Existing Credit Agreement (whether or not due);
(l) receipt by the Agent of evidence satisfactory to this Amendment from it that the Lenders comprising at least aggregate outstanding principal balance of the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective)Existing Revolving Loans does not exceed $25,000,000; and
(bm) The receipt by the Agent of payment of all (i) reasonable out-of-pocket expenses (including reasonable fees and disbursements of special counsel for the Agent) then payable hereunder to the extent the Borrower shall have confirmed and acknowledged been invoiced therefor at least two (2) Domestic Business Days prior to the Administrative Agent and the LendersEffective Date, and by its execution and delivery (ii) fees then payable hereunder; provided that this Agreement shall not become effective or be binding on any party hereto unless all of this Amendmentthe foregoing conditions are satisfied not later than September 30, the Borrower does hereby confirm and acknowledge to the Administrative 2019. The Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Banks of the date hereof as though made as of the date hereof; Effective Date, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Sources: Credit Agreement (Neuberger Berman Real Estate Securities Income Fund Inc)
Effectiveness. This Amendment Agreement and the modifications to the Credit Agreement as set forth in Section 3 above shall become effective immediately on the date hereof (with effectiveness from the Consent Date with respect to the Specified Waivers and Consents described in Section 2 above) upon the first date on which all Lenders’ party hereto and the Agent’s satisfaction with each of the following conditions set forth in this Section 5 are satisfied precedent (the date of such satisfaction, the “Amendment Effective Date”):
4.1. The Agent (aor its counsel) shall have each received the following, each in form and substance satisfactory to the Agent and the Lenders party hereto:
(i) The Administrative Agent shall have received executed counterpart signature pages counterparts to this Amendment from Agreement, which shall be duly executed by the Borrower, each Guarantor, the Administrative Lenders sufficient to constitute the Requisite Lenders and the Agent;
(ii) The Second Amendment, Limited Waiver and Consent Under Senior Secured Convertible Note Purchase and Guarantee Agreement and Other Note Documents, dated on or about the date hereof, in form and substance satisfactory to Agent and the Requisite Lenders comprising at least in their sole discretion (the Majority Lenders “NPA Waiver”), which shall be duly executed by the parties thereto (provided that, for it being understood that the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from and the Lenders comprising at least party hereto hereby consent to the Required LendersNPA Waiver and the Loan Parties’ payment of the “Waiver Fee” as defined in the NPA Waiver);
(iii) Evidence that all conditions precedent to the NPA Waiver have been satisfied; and
(iv) A certificate of a Responsible Officer of Holdings addressed to the Agent, then in form and substance satisfactory to Agent and certifying (i) as to the terms and conditions matters set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed 6 below and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) that all conditions precedent to the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan DocumentsEffective Date have been satisfied.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective upon the first date on which all execution of a counterpart hereof by each of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The parties hereto and receipt by Company and Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 written or telephonic notification of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its such execution and authorization of delivery thereof. It is the intention of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part each of the Borrower and each other Loan Party; (ii) parties hereto that the Existing Credit Agreement (be amended and restated so as amended hereby) to preserve the perfection and each other Loan Document priority of all security interests securing indebtedness and obligations under the Existing Credit Agreement and that all Indebtedness and Obligations of Company and its Subsidiaries hereunder and thereunder shall be secured by the Collateral Documents and that this Agreement does not constitute valid a novation of the obligations and legally binding agreements enforceable against liabilities existing under the Borrower Existing Credit Agreements. The parties hereto further acknowledge and each other Loan Party agree that is a party thereto this Agreement constitutes an amendment of the Existing Credit Agreement made under and in accordance with their respective termsthe terms of subsection 10.5 of the Existing Credit Agreement. In addition, except as such enforceability may be limited by bankruptcyunless specifically amended hereby, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement each of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Documents, the Exhibits and Schedules to the Existing Credit Agreement shall continue in full force and in effect and that, from and after the other Loan Documents are true and correct on and as Effective Date, all references to the "CREDIT AGREEMENT" contained therein shall be deemed to refer to this Agreement. Notwithstanding the intent of the date hereof as though made as parties hereto that this amendment and restatement is not a novation of the date hereof; and (iv) no Default or Event of Default exists Existing Credit Agreement, Company hereby designates the Obligations hereunder as "Designated Senior Debt" under the Credit Agreement or New Company Subordinated Note Indenture in accordance with the terms thereof and Company hereby agrees that it shall not designate any of other Indebtedness as "Designated Senior Debt" under the other Loan DocumentsNew Company Subordinated Note Indenture.
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Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 11.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex, facsimile transmission or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the BorrowerAgent for the account of each Bank of a duly executed Note of the Company dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of the General Counsel of the Company (or other counsel for the Company reasonably satisfactory to the Agent), substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of Davi▇ ▇▇▇▇ & Ward▇▇▇▇, ▇▇ecial counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of all documents it may reasonably request relating to the existence of the Company, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 validity of this Amendment shall also become effective)Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(bf) receipt by the Agent of evidence satisfactory to it of the payment of all principal and interest on any loans outstanding under, and of all other amounts payable under, the Existing 364-Day Credit Agreement; PROVIDED that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied no later than January 31, 1997. The Borrower Agent shall have confirmed promptly notify the Company and acknowledged the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Administrative Agent Existing 364-Day Credit Agreement, comprising the "Required Banks" as defined therein, and the LendersCompany agree to eliminate the requirement under Section 2.09 of the Existing 364-Day Credit Agreement that notice of optional termination of the commitments thereunder be given three Domestic Business Days in advance, and by its execution further agree that the commitments under the Existing 364-Day Credit Agreement shall terminate in their entirety simultaneously with and delivery subject to the effectiveness of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in that the other Loan Documents are true and correct on and as of Company shall be obligated to pay the accrued facility fees thereunder to but excluding the date hereof as though made as of such effectiveness. The Company shall, within 30 days after the date hereof; and (iv) no Default or Event of Default exists Effective Date, cause the commitments under the Duracell Credit Agreement or any of the Facility to be terminated in their entirety and all principal, interest and other Loan Documentsamounts payable thereunder to be repaid in full.
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Effectiveness. This The Amendment shall become effective upon on the first date on which all of that the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):Agent shall have
(a) The Administrative a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.5;
(b) an opinion of the Director, Corporate Legal Services of the Borrower, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(c) an opinion of Davi▇ ▇▇▇▇ & ▇ard▇▇▇▇, ▇▇ecial counsel for the Agent, substantially in the form of Exhibit F hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; and
(d) all documents the Agent shall have received executed counterpart signature pages may reasonably request relating to this Amendment from the existence of the Borrower, the Administrative Agent corporate authority for and Lenders comprising at least the Majority Lenders (provided thatvalidity of this Agreement and the Notes, for and any other matters relevant hereto, all in form and substance satisfactory to the avoidance of doubt, if the Administrative Agent. The Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and the Banks of the Effective Date, and such notice shall be conclusive and binding on all parties hereto. On the Effective Date the Original Agreement will be automatically amended and restated in its entirety to read as set forth herein. On and after the Effective Date the rights and obligations of the parties hereto shall be governed by this Amended Agreement; provided that the rights and obligations of the parties hereto with respect to the period prior to the Effective Date shall continue to be governed by the provisions of the Original Agreement. The Notes delivered to each other Loan Party; (ii) Bank under the Credit Original Agreement (as amended hereby) shall be canceled and each other Loan Document constitute valid and legally binding agreements enforceable against Notes under this Amended Agreement shall be given in substitution therefor. Each Bank shall promptly after the Effective Date deliver to the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as for cancellation the Note delivered to such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists Bank under the Credit Agreement or any of the other Loan DocumentsOriginal Agreement.
Appears in 1 contract
Sources: Credit Agreement (Quaker State Corp)
Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 10.05):
(a) The Administrative receipt by the Agent shall have received of counterparts hereof signed by each of the Company, Credit Corporation, the Banks and the Agent (or, in the case of any party as to which an executed counterpart signature pages shall not have been received, receipt by the Agent in form satisfactory to this Amendment it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance account of doubteach Bank of duly executed Notes of the Company and Credit Corporation dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) receipt by the Agent of an opinion of the General Counsel of the Company, if substantially in the Administrative Agent shall have received executed counterpart signature pages form of Exhibit E hereto and covering such additional matters relating to this Amendment from the Lenders comprising at least transactions contemplated hereby as the Required LendersBanks may reasonably request;
(d) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, then special counsel for the terms Agent, substantially in the form of Exhibit F hereto and conditions set forth in Section 3 covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of this Amendment shall also become effective)evidence satisfactory to it of the payment of all amounts payable under the Existing Credit Agreement; and
(bf) The Borrower shall have confirmed and acknowledged receipt by the Agent of all documents it may reasonably request relating to the Administrative Agent existence of the Company and Credit Corporation, the corporate authority for and the Lendersvalidity of this Agreement and the Notes, and by its execution any other matters relevant hereto, all in form and delivery of this Amendment, the Borrower does hereby confirm and acknowledge substance satisfactory to the Administrative Agent; provided that this Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than August 31, 1994. The Agent shall promptly notify the Company and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part Banks of the Borrower Effective Date, and each other Loan Party; (ii) such notice shall be conclusive and binding on all parties hereto. The Banks that are parties to the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Existing Credit Agreement and in the other Loan Documents are true and correct on and as each of the date hereof as though made as Borrowers agree that the commitments under the Existing Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of this Agreement and that the Borrowers shall be obligated to pay the accrued commitment and facility fees thereunder to but excluding the date hereof; and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch effectiveness.
Appears in 1 contract
Sources: Credit Agreement (Kerr McGee Corp)
Effectiveness. This Amendment shall become effective upon the first date on which all of the conditions set forth in this Section 5 are satisfied (the “Amendment Effective Date”):
(a) The Administrative effectiveness of this Fourth Amendment is subject to the satisfaction of the following conditions precedent:
(i) the Agent shall have received executed counterpart signature pages to counterparts of this Fourth Amendment from that, when taken together, bear the Borrowersignatures of the Obligors, Stripes Group (as defined below), the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of ;
(ii) after giving effect to this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that Fourth Amendment (i) the executionthere shall exist no Default or Event of Default, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the all representations and warranties by of the Borrower and each other Loan Party Obligors contained in the Credit Agreement and herein or in the other Loan Credit Documents are shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Fourth Amendment Effective Date, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which case such representations and warranties shall have been true and correct in all material respects as of the date hereof as though made when made;
(iii) the Agent shall have received (i) for the benefit of the Lenders, the fees required to be paid by the Borrowers pursuant to Section 5 below, (ii) for the benefit of PNC Capital Markets LLC (the “Lead Arranger”), the fees required to be paid by the Borrowers pursuant to the Fourth Amendment Effective Date Amendment Fee Letter, dated as of the date hereof; , among the Agent, the Lead Arranger and the Borrowers, (iii) all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel to the Agent) in connection with the preparation, negotiation and effectiveness of this Fourth Amendment and the other documents being executed or delivered in connection herewith, and (iv) no Default any other amounts due and payable by the Borrowers hereunder or Event of Default exists under the Credit Agreement or any of in connection with the other Loan DocumentsFourth Amendment;
(iv) the Borrowers shall have repaid in full the unpaid principal amount of, and all interest with respect to, each Term Loan; and
(v) the Agent shall have received such additional documents, instruments and information as the Agent may reasonably request to effect the transactions contemplated hereby.
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Effectiveness. This Amendment Agreement shall become effective upon receipt by the first date on which all Administrative Agent of the conditions set forth in this Section 5 are satisfied (following documents, each dated the “Amendment Effective Date”):Date unless otherwise indicated:
(a) counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Administrative Agent in form satisfactory to it of telegraphic, telex, facsimile or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) a duly executed Note for the account of each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) opinions of Morr▇▇▇▇ & ▇eck▇▇, ▇.L.P, Kansas counsel for the Borrower, and Brac▇▇▇▇▇ & ▇att▇▇▇▇▇, ▇.L.P., counsel for the Borrower, substantially in the respective forms of Exhibits E-1 and E-2 hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) an opinion of Hayn▇▇ ▇▇▇ Boon▇, ▇▇P, special counsel for the Administrative Agent, substantially in the form of Exhibit F hereto;
(e) evidence satisfactory to the Administrative Agent of the payment of all principal of and interest on any loans outstanding under, and of all fees accrued under, the Existing Agreement up to but excluding the Effective Date;
(f) evidence satisfactory to the Administrative Agent that the Borrower shall have paid or shall concurrently pay all fees then due and payable to the Administrative Agent for the account of any Agent or Bank, as previously agreed;
(g) a certificate of the chief financial officer of the Borrower certifying that no material adverse change has occurred since September 30, 1999 in the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, or in the facts and information regarding such entities as represented to date, taken as a whole; and
(h) all documents the Administrative Agent may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of promptly notify the Borrower and each other Loan Party; (ii) Bank of the Credit Agreement (as amended hereby) effectiveness of this Agreement, and each other Loan Document constitute valid such notice shall be conclusive and legally binding agreements enforceable against on all parties hereto. The Banks which are parties to the Existing Agreement, constituting the "REQUIRED BANKS" under the Existing Agreement, and the Borrower and each other Loan Party agree that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as of the date hereof as though made as of the date hereof; and (iv) no Default or Event of Default exists Commitments under the Credit Existing Agreement or shall terminate automatically on the Effective Date without need for further action by any of party to the other Loan DocumentsExisting Agreement.
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Effectiveness. This Amendment Agreement shall become effective upon on the first date on which all that each of the following conditions set forth in this Section 5 are shall have been satisfied (the “Amendment Effective Date”or waived in accordance with Section 9.05):
(a) The Administrative receipt by the Agent of counterparts hereof signed by each of the parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party);
(b) receipt by the Agent for the account of each Bank requesting such, of a duly executed Note dated on or before the Effective Date;
(c) receipt by the Agent of an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Director, Assistant General Counsel and Assistant Secretary for the Borrower, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(d) receipt by the Agent of an opinion of McGuireWoods LLP, special counsel for the Agent, substantially in the form of Exhibit E hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Agent of evidence satisfactory to it of (i) the payment of all principal of and interest on any loans outstanding under, and of all accrued fees under the Existing Five-Year Agreement, and (ii) the satisfaction of all obligations, termination of all commitments under, and cancellation or expiration of, the Existing Five-Year Agreement;
(f) receipt by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, if any, and any other matters relevant hereto, all in form and substance satisfactory to the Agent; and
(g) receipt by the Agent of a certificate signed by the assistant treasurer of the Borrower certifying that since January 30, 2016 there shall not have occurred any material adverse change in the business, financial position or results of operations of the Borrower and its Consolidated Subsidiaries, considered as a whole. Without limiting the generality of the provisions of Section 7.05, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Agent shall have received executed counterpart signature pages notice from such Bank prior to this Amendment from the Borrower, proposed Effective Date specifying its objection thereto. Promptly after the Administrative Agent and Lenders comprising at least Effective Date the Majority Lenders (provided that, for the avoidance of doubt, if the Administrative Agent shall have received executed counterpart signature pages to this Amendment from the Lenders comprising at least the Required Lenders, then the terms and conditions set forth in Section 3 of this Amendment shall also become effective); and
(b) The Borrower shall have confirmed and acknowledged deliver to the Administrative Agent and Borrower for cancellation the Lenderspromissory note of each lender under the Existing Five-Year Agreement, and by or, in lieu thereof, a lost note affidavit from any such lender which does not return its execution and delivery of this Amendment, the Borrower does hereby confirm and acknowledge promissory note to the Administrative Agent. The Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of shall promptly notify the Borrower and each other Loan Party; (ii) the Credit Agreement (as amended hereby) and each other Loan Document constitute valid and legally binding agreements enforceable against the Borrower and each other Loan Party that is a party thereto in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity; (iii) the representations and warranties by the Borrower and each other Loan Party contained in the Credit Agreement and in the other Loan Documents are true and correct on and as Bank of the date hereof as though made as effectiveness of the date hereof; this Agreement, and (iv) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documentssuch notice shall be conclusive and binding on all parties hereto.
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