Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”): (a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4). (b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000. (c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party: (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; (ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and (iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof. (d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date. (e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement. (f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder. (g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Revolving Credit Loan Modification Agreement, Revolving Credit Loan Modification Agreement (Travelport LTD)
Effectiveness. (a) This Agreement Amendment shall become effective on and as of the first date (the “ Second Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(ai) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received duly executed counterparts of this Agreement hereof that, when taken together, bear the signatures of Holdingseach Loan Party, Intermediate Parenteach Assuming Lender, TDS Intermediate Parenteach Increasing Lender, Lenders constituting the Required Lenders, each Issuing Bank, the Swing Line Lender, the Administrative Agent and the Collateral Agent.
(ii) The representations and warranties set forth in Section 4 hereof shall be true and correct on and as of the Second Amendment Effective Date, and the Administrative Agent shall have received a certificate of the President, a Vice President or a Financial Officer of the Borrower, dated the Second Amendment Effective Date, to such effect.
(iii) The Administrative Agent shall have received a Note executed by the Borrower in favor of each Lender requesting a Note in advance of the Second Amendment Effective Date.
(iv) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer ArrangersIssuing Banks and the Lenders and dated the Second Amendment Effective Date) of Fenwick & West LLP, each L/C Issuer, counsel for the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Borrower in form and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only substance reasonably satisfactory to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Administrative Agent.
(bv) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originalsa) unless otherwise specified, each properly executed by a Responsible Officer certified copies of the signing resolutions of the board of directors of the Borrower and each other Loan Party:
Party approving this Amendment and the transactions contemplated hereby and the execution, delivery and performance of this Amendment, and all documents evidencing other necessary corporate (ior other applicable organizational) such action and governmental approvals, if any, with respect to this Amendment and the transactions contemplated hereby and (b) all other documents and certificates as reasonably requested by the Revolving Credit Loan Modification Offer Arrangers may reasonably request Administrative Agent relating to the organization, existence and good standing of each Loan Party, the Party and authorization of the transactions contemplated hereby this Amendment and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(dvi) The Administrative Agent shall have received payment from a certificate of the Borrower, in Same Day Funds, for the account Secretary or an Assistant Secretary of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, Loan Party certifying the names and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% true signatures of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) officers of such Lender that are converted into 2015 Revolving Credit Commitments Loan Party authorized to sign this Amendment and 2015 Revolving Credit Loans any other documents to be delivered hereunder on the Revolving Credit Loan Modification Second Amendment Effective Date.
(evii) The Lenders, the Joint Bookrunners and the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable required to them in connection with this Agreement and invoiced be paid by the Borrower on or before the Revolving Credit Loan Modification Second Amendment Effective Date, including reimbursement or payment of and all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed by the Borrower pursuant to the Commitment Letter (as defined in the Restated Credit Agreement) for which invoices have been presented at least three business days prior to the Second Amendment Effective Date, on or paid by any Loan Party in connection with before the AgreementSecond Amendment Effective Date.
(fviii) Each In order to evidence a continuing valid, perfected first priority security interest in the Collateral in favor of the Collateral Agent, for the benefit of the Secured Parties, each Loan Party shall have entered into delivered to the Collateral Agent:
(A) evidence satisfactory to the Collateral Agent of the compliance by each Loan Party of its obligations under the Security Agreement and the other Collateral Documents (including its obligations to execute and deliver UCC financing statements, Intellectual Property Security Agreements and originals of securities);
(B) a written completed Perfection Certificate dated the Second Amendment Effective Date and executed by a Responsible Officer of each Loan Party, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.2 of the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Second Amendment Effective Date will be, released; and
(C) evidence that each Loan Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by the Collateral Agent.
(ix) The Lenders shall have received from the Borrower (i) the financial statements described in form Section 3.4(a) of the Restated Credit Agreement and (ii) the Projections (as defined in the Restated Credit Agreement).
(x) On the Second Amendment Effective Date, the Administrative Agent shall have received a Solvency Certificate in form, scope and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement Administrative Agent, and reaffirms demonstrating that the Collateral Documents Borrower is, individually and together with its Restricted Subsidiaries, are and will be Solvent.
(xi) Since December 31, 2015, no event, development or circumstance exists or has occurred that has had or would reasonably be expected to which it is party will continue have a material adverse effect on the business, property, financial condition or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole.
(xii) The Administrative Agent shall have received, to apply in respect the extent reasonably requested by any of the Lenders at least five Business Days prior to the Second Amendment Effective Date, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA Patriot Act.
(b) The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Article IX of the Restated Credit Agreement and Agreement, for purposes of determining compliance with the Obligations of such Loan Party conditions specified in this Section 5, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder and thereunder.
(g) The Borrower to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all received notice from such Lender prior to the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementproposed Second Amendment Effective Date specifying its objection thereto.
Appears in 2 contracts
Sources: Revolving Credit and Guaranty Agreement (Dropbox, Inc.), Revolving Credit and Guaranty Agreement (Dropbox, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the date (the “First Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received (i) duly executed and completed counterparts of this Agreement hereof (in the form provided and specified by the Administrative Agent) that, when taken together, bear the signatures of HoldingsHoldings and the Borrowers and (ii) Lender Addenda, Intermediate Parent, TDS Intermediate Parentexecuted and delivered by the Required Lenders, the Borrower, Continuing Term Lenders and the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Additional Term Lenders.
(b) The 2015 Revolving Credit Commitments of Lenders who Administrative Agent shall have agreed received all fees required to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000paid on or before the First Amendment Effective Date.
(c) The Revolving Credit Loan Modification Offer Arrangers To the extent invoiced, the Administrative Agent shall have received the following, each payment or reimbursement of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby its reasonable out-of-pocket expenses in connection with this Amendment and any other legal matters relating out-of-pocket expenses of the Administrative Agent required to each Loan Party, the Loan Documents be paid or the transactions contemplated hereby, all in form and substance reasonably satisfactory reimbursed pursuant to the Revolving Credit Loan Modification Offer Arrangers;Agreement, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
(iid) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to No Default or Event of Default shall have occurred and be continuing under the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; andAgreement.
(iiie) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the All representations and warranties set forth in Section 3 hereof.
4 of the Credit Agreement shall be true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date (d) The Administrative Agent in which case such representations and warranties shall have received payment from the Borrower, been true and correct in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) all material respects as of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementearlier date).
(f) Each The Borrowers and the other Loan Party Parties shall have entered into a written executed an instrument in form of acknowledgement and substance confirmation reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant Administrative Agent with respect to which it confirms that it consents the guarantees, security interests and liens created under the Security Documents. Notwithstanding any other provisions of this Amendment to this Agreement and reaffirms that the Collateral Documents contrary, the Administrative Agent may appoint a fronting lender to which it is party act as the sole Additional Term Lender for purposes of facilitating funding on the First Amendment Effective Date. Accordingly, any Lender Addendum submitted by or on behalf of an Additional Term Lender other than such fronting lender will continue to apply be deemed ineffective unless accepted by the Lead Arranger in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderits sole discretion.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Dave & Buster's Entertainment, Inc.), Credit Agreement (Dave & Busters Inc)
Effectiveness. This Agreement shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”or waived in accordance with Section 8.5):
(a1) The Revolving Credit Loan Modification Offer Arrangers shall have executed receipt by the Administrative Agent of counterparts hereof signed by each of the parties hereto;
(2) receipt by each of the Banks of an opinion of Brow▇ & ▇ood ▇▇▇, counsel to the Borrowers, substantially in the form of Exhibit E attached hereto and reasonably satisfactory to the Administrative Agent in all respects;
(3) receipt by the Administrative Agent of a counterpart hereof manually signed certificate from the Secretary of each Borrower, in form and shall have received duly executed counterparts substance satisfactory to the Administrative Agent and dated the Effective Date, as to (i) the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories of this Agreement thatsuch Borrower, when taken together, bear (ii) the signatures Custodian of Holdings, Intermediate Parent, TDS Intermediate Parent, such Borrower and (iii) the investment adviser of the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender certifying and attaching copies of (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(iA) such documents and certificates Borrower's Organization Documents as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organizationthen in effect, existence and good standing (B) duly authorized resolutions of each Loan Party, the authorization such Borrower's board of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus and (D) all amendments to the Borrower's investment objectives, policies and restrictions since the date of the Prospectus;
(4) receipt by the Operations Agent of an Allocation Notice;
(5) receipt by the Administrative Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by Governmental Authorities, the existence of each Borrower, the authority for and the validity and enforceability of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent; and
(iii6) a certificate from a Responsible Officer receipt by the Agents of payment of all fees and expenses (including fees and disbursements of special counsel for the Borrower dated Administrative Agent) then payable hereunder and under the Revolving Credit other Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) Documents. The Administrative Agent shall have received payment from promptly notify the BorrowerBorrowers, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Operations Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Banks of the Restated Credit Agreement Effective Date and the Obligations of such Loan Party hereunder notice shall be conclusive and thereunderbinding on all parties hereto.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Master Focus Twenty Trust), Credit Agreement (Master Premier Growth Trust)
Effectiveness. This Agreement shall become effective on and as The occurrence of the date on which each Effective Date is subject to the satisfaction (or waiver) of only the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts from (I) all Lenders hereunder as of the Effective Date, (II) the Administrative Agent and (III) the Borrower either (i) a counterpart of this Agreement thatsigned on behalf of such party or (ii) customary written evidence reasonably satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement;
(b) the Borrower shall have paid all fees, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, costs and expenses due and payable to the Administrative Agent, for itself and on behalf of the Collateral AgentLenders, or its counsel on the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, Effective Date and (in the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender case of expenses) for which the Borrower has received an invoice at least three (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only 3) Business Days prior to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.Effective Date;
(c) The Revolving Credit Loan Modification Offer Arrangers the Borrower shall have received provided the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of documentation and other information about the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Borrower to the organizationAdministrative Agent that is required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, existence and good standing of each Loan Partyincluding, without limitation, the authorization of U.S. Patriot Act and the transactions contemplated hereby and any other legal matters relating to each Loan PartyBeneficial Ownership Regulation, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangersextent such information was reasonably requested by the Arrangers or a Lender in writing at least ten (10) Business Days prior to the Effective Date;
(iid) favorable legal opinions from the Borrower shall have delivered to the Administrative Agent a customary written opinion (Aaddressed to the Administrative Agent and the Lenders) Skaddenof Wachtell, ArpsLipton, Slate, ▇▇▇R▇▇▇▇ & ▇K▇▇▇ LLP, New York counsel covering customary legal matters for an unsecured bank loan financing of the type contemplated by this Agreement;
(e) the Borrower shall have delivered to the Loan PartiesAdministrative Agent copies of the certificate of incorporation of the Borrower, together with all amendments thereto, and a certificate of good standing for the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation;
(Bf) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory the Borrower shall have delivered to the Revolving Administrative Agent copies, certified by the Secretary or Assistant Secretary of the Borrower, of the Borrower’s by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which it is a party and a certification that there have been no changes to its certificate of incorporation provided pursuant to Section 4.01(e);
(g) the Borrower shall have delivered to the Administrative Agent a notice stating that this Credit Facility constitutes a “Qualifying Term Loan Modification Offer ArrangersFacility” (as defined in the Bridge Facility Credit Agreement) and that as of the Effective Date, the commitments under the Bridge Facility shall be reduced in an amount equal to 100% of the Aggregate Commitments substantially concurrently with the occurrence of the Effective Date;
(h) [reserved]; and
(iiii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
Article V shall be true and correct in all material respects (d) The Administrative Agent shall have received payment from except to the Borrowerextent such representations and warranties are qualified by “materiality” or “Material Adverse Effect” or similar terms, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lenderwhich case such representations and warranties are true and correct in all respects) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% as of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory except to the Revolving Credit Loan Modification Offer Arrangers pursuant extent any such representation or warranty is stated to relate solely to an earlier date, in which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of case such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof representation or warranty shall have been applied true and correct in all material respects (except to prepay Term Loans the extent such representations and warranties are qualified with “materiality” or “Material Adverse Effect” or similar terms, in accordance with which case such representations and warranties shall have been true and correct in all respects) on and as of such earlier date. Any written notice from the requirements set forth in Administrative Agent to the definition Borrower of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementsatisfaction of the foregoing conditions shall be conclusive evidence thereof.
Appears in 2 contracts
Sources: 5 Year Term Loan Credit Agreement (GXO Logistics, Inc.), Term Loan Credit Agreement (GXO Logistics, Inc.)
Effectiveness. This (i) The Existing Credit Agreement became effective on the Effective Date and (ii) this Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Amendment Effective Date”):) on which the Administrative Agent shall have received the following documents or other items, each dated the Amendment Effective Date unless otherwise indicated:
(a) The Revolving Credit Loan Modification Offer Arrangers 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 executed been received, receipt by the Administrative Agent in form satisfactory to it in facsimile transmission, electronic submission or other writing from such party of execution of a counterpart hereof and shall have received by such party);
(b) receipt by the Administrative Agent for the account of each Bank that has requested a Note of a duly executed counterparts Note dated on or before the Amendment Effective Date complying with the provisions of this Agreement that, when taken together, bear Section 2.05;
(c) receipt by the signatures Administrative Agent of Holdings, Intermediate Parent, TDS Intermediate Parent, an opinion of the General Counsel of the Borrower, substantially in the form of Exhibit C hereto, provided that an enforceability opinion under New York law, that is reasonably acceptable to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to furnished by the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, SlateBorrower’s New York counsel, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedLLP, special Bermuda counsel subject to Holdingscustomary assumptions, qualifications and limitations;
(d) receipt by the Administrative Agent of a certificate signed by any one of the Chief Financial Officer, the Chief Executive Officer, 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 3.03 have been satisfied as of the Amendment Effective Date and, in the case of clauses (c), (Ce) Hassans, Gibraltar counsel to Intermediate Parent and (Dg), setting forth in reasonable detail the calculations required to establish such compliance;
(e) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇receipt by the Administrative Agent, Luxembourg counsel with a copy for each Bank, of a certificate of an officer of the Borrower acceptable to Intermediate Parent the Administrative Agent stating that all consents, authorizations, notices and TDS Intermediate Parentfilings required or advisable in connection with this Agreement are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to it;
(f) receipt by the Administrative Agent and the Syndication Agent (or their respective assigns) and by each Bank Party of all fees required to be paid in each case the respective amounts heretofore mutually agreed in writing, and all expenses for which invoices have been presented, on or before the Amendment Effective Date;
(g) receipt by the Administrative Agent and the Banks of all documentation and other information requested by the Administrative Agent or such Bank and required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56); and
(h) receipt by the Administrative Agent of all documents 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 reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) Administrative Agent. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrower and the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Bank Parties of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment Effective Date, including reimbursement or payment of and such notice shall be conclusive and binding on all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementparties hereto.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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 Agreement Amendment shall become effective on and as of the date on which each hereof (the “Amendment No. 6 Effective Date”), subject to the satisfaction (or waiver by the Amendment No. 6 Consenting Term Lenders and the Additional 2025 Term Loan Lender) of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):conditions:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Amendment shall have been executed and delivered by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the other Credit Parties, the Administrative Agent, the Collateral Agent, the Revolving Credit Additional 2025 Term Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Amendment No. 6 Consenting Term Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, customary secretary’s or assistant secretary’s certificates for each of which shall be originals or facsimiles Credit Party (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
together with (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating applicable attachments or (ii) certifications that there have been no changes to the organizationapplicable attachments to the certificates delivered on the Closing Date or the Amendment No. 5 Effective Date, existence and good standing of as applicable), in each Loan Partycase, substantially similar to the authorization of the transactions contemplated hereby and any other legal matters relating secretary’s or assistant secretary’s certificates (amended as necessary to each Loan Party, the Loan Documents or reflect the transactions contemplated hereby) for such Credit Party that was delivered on the Closing Date or the Amendment No. 1 Effective Date, all as applicable, or otherwise in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iic) favorable legal opinions the Administrative Agent shall have received from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LimitedLLP, special Bermuda New York counsel to Holdingsthe Credit Parties, a customary opinion substantially similar to the opinion (Camended as necessary to reflect the transactions contemplated hereby) Hassansthat was delivered on the Closing Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent;
(d) no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment and the incurrence (or conversion, Gibraltar counsel as applicable) of the 2025 Term Loans;
(e) each of the representations and warranties made by any Credit Party set forth in Article 8 of the Amended Credit Agreement or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Amendment No. 6 Effective Date with the same effect as though made on and as of such date, except to Intermediate Parent the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date (Dwithout duplication of any materiality standard set forth in any such representation or warranty);
(f) all fees required to be paid by the Borrower on the Amendment No. 6 Effective Date as separately agreed with the Amendment No. 6 Lead Arrangers and, to the extent invoiced at least three Business Days prior to the Amendment No. 6 Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed by the Borrower to the Amendment No. 6 Lead Arrangers, the Amendment No. 6 Consenting Term Lenders, the Additional 2025 Term Loan Lender and the Administrative Agent (including the reasonable and documented out-of-pocket fees of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent▇ LLP) shall have been paid, in each case to the extent due;
(g) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, the Revolving results of customary bring-down UCC, tax and judgment lien searches with respect to the Credit Loan Modification Offer Arrangers; andParties;
(iiih) the Administrative Agent shall have received good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for the Credit Parties from their respective jurisdictions of organization;
(i) the Administrative Agent shall have received a Notice of Borrowing with respect to the 2025 Term Loans meeting the requirements of Section 2.03 of the Credit Agreement;
(j) on the Amendment No. 6 Effective Date, the Administrative Agent shall have received a solvency certificate from a Responsible Officer of the Borrower dated substantially in the Revolving Credit Loan Modification Effective Date, certifying as form of Exhibit I to the accuracy of the representations and warranties set forth in Section 3 hereof.Credit Agreement;
(dk) The (i) the Administrative Agent shall have received payment from a Notice of Loan Prepayment with respect to all 2024 Term Loans that are not Converted 2024 Term Loans and (ii) the Borrower shall have or shall, substantially concurrently with the incurrence of 2025 Term Loans, prepay the 2024 Term Loans that are not Converted 2024 Term Loans in full, together with all accrued and unpaid interest payable on 2024 Term Loans;
(l) on the Amendment No. 6 Effective Date, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in clauses (d) and (e) of this Section 4; and
(m) (x) the Credit Parties shall have provided or caused to be provided the documentation and other information to the Administrative Agent, the Amendment No. 6 Consenting Term Lenders and the Additional 2025 Term Loan Lender that are reasonably required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least two Business Days prior to the Amendment No. 6 Effective Date and (y) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent, each Amendment No. 6 Consenting Term Lender and the Additional 2025 Term Loan Lender that requests a Beneficial Ownership Certification will have received, at least two Business Days prior to the Amendment No. 6 Effective Date, a Beneficial Ownership Certification, consistent with the LSTA form beneficial ownership certification, in relation to the Borrower, in Same Day Funds, for each case of clauses (x) and (y) to the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) extent that delivers an executed counterpart signature page to this Agreement at the Administrative Agent or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.requested such
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Third Amendment Effective Date”):) 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) The Revolving Credit Loan Modification Offer Arrangers 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 executed 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), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank and shall have received duly executed counterparts (iii) the Required Banks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of this Agreement that, when taken together, bear an opinion of the signatures General Counsel of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, substantially in the 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, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments customary assumptions, qualifications and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.limitations;
(c) The Revolving 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 3.03 of the Amended Credit Loan Modification Offer Arrangers 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 have received evidence thereof reasonably satisfactory to it;
(e) receipt by the followingAdministrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each of which shall Non-Extending Bank, required to be originals or facsimiles (followed promptly by originals) unless otherwise specifiedpaid in the respective amounts heretofore mutually agreed in writing, each properly executed by a Responsible Officer and all expenses required to be reimbursed pursuant to the terms of the signing Loan Party:Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the Third Amendment Effective Date;
(if) such receipt by the Administrative Agent and the Banks 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, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56) and the FinCEN beneficial ownership regulations under the Beneficial Ownership Regulation; and
(g) receipt by the Administrative Agent of all documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Partythe Borrower, the authorization corporate authority for and the validity of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, this Amendment all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) Administrative Agent. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrower and the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Bank Parties of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Third Amendment Effective Date, including reimbursement or payment of and such notice shall be conclusive and binding on all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementparties hereto.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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 Agreement Amendment shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received receipt by the Agent of this Amendment, duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, and delivered by the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Agent and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Bank;
(b) The 2015 Revolving Credit Commitments receipt by the Agent of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received a manually signed certificate from the following, each of which shall be originals Secretary or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Assistant Secretary of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all Borrower in form and substance reasonably satisfactory to the Revolving Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary’s Certificate dated as of the Effective Date and delivered pursuant to Section 3.01(f) of the Credit Loan Modification Offer ArrangersAgreement (the “Closing Date Certificate”), and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent pursuant to the Closing Date Certificate, (ii) the resolutions of the Borrower’s Board of Trustees authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and the Investment Manager as then in effect (or a certification that no changes have been made to the investment advisory agreement delivered to the Agent pursuant to the Closing Date Certificate), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to the Custody Agreement delivered to the Agent pursuant to the Closing Date Certificate) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate);
(iic) favorable receipt by the Agent of a legal opinions existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date;
(Ad) Skaddenreceipt by the Agent of a certificate of trust of the Borrower, Arpswith all amendments, Slate, certified as of a recent date by the Secretary of State of the State of Delaware;
(e) receipt by the Agent of the legal opinion of ▇▇▇▇▇▇▇▇ & Ronon ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg LLP, counsel to Intermediate Parent and TDS Intermediate Parentfor the Borrower, in each case in form and substance reasonably satisfactory covering such matters relating to the Revolving Credit Loan Modification Offer Arrangerstransactions contemplated hereby as the Agent and the Banks may reasonably request; and
(iiif) receipt by the Agent of a certificate from a Responsible Officer fee letter dated as of the date hereof between the Borrower dated and the Revolving Credit Loan Modification Effective Date, certifying as Agent (the “Fee Letter”) and payment by the Borrower to the accuracy Agent, in cash, (i) for the pro rata accounts of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the BorrowerBanks, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension a non-refundable upfront fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments twenty (whether used or unused20) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans basis points on the Revolving Credit Loan Modification Effective Date.
Aggregate Commitment Amount and (eii) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all such other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid as are contemplated by any Loan Party in connection with the Agreementsuch Fee Letter.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Invesco Senior Income Trust), Amendment Agreement (Invesco Dynamic Credit Opportunities Fund)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Fifth Amendment Effective Date”):) on which the Administrative Agent shall have received the following documents or other items, each dated the Fifth Amendment Effective Date unless otherwise indicated:
(a) The Revolving Credit Loan Modification Offer Arrangers 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 executed 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), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank, (iii) each Reducing Bank, and shall have received duly executed counterparts (iv) the Required Banks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of this Agreement that, when taken together, bear an opinion of the signatures General Counsel of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, substantially in the 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, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to furnished by the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, SlateBorrower’s New York counsel, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedLLP, special Bermuda counsel subject to Holdingscustomary 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 3.03 of the Amended Credit Agreement have been satisfied as of the Fifth Amendment Effective Date and, in the case of clauses (c), (Cd) Hassans, Gibraltar counsel to Intermediate Parent and (Dg), 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, Luxembourg counsel authorizations, notices and filings required or advisable in connection with this Amendment are in full force and effect, and the Administrative Agent shall have received evidence thereof reasonably satisfactory to Intermediate Parent it;
(e) receipt by the Administrative Agent and TDS Intermediate Parentthe Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including all such fees that are owed to each Reducing Bank and Non-Extending Bank required to be paid in each case 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 Fifth Amendment Effective Date;
(f) receipt by the Administrative Agent and the Banks of a Beneficial Ownership Certification on the Fifth 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, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56) and the FinCEN 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, the corporate authority for and the validity of this Amendment all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) Administrative Agent. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrower and the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Bank Parties of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Fifth Amendment Effective Date, including reimbursement or payment of and such notice shall be conclusive and binding on all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementparties hereto.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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 Agreement Amendment shall become be effective on and as of the date on which each first written above upon receipt by the Operations Agent of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):following:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received this Amendment, duly executed counterparts and delivered by each of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Banks and the Operations Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed as to extend their Revolving Credit Commitments the incumbency of, and Revolving Credit Loans bearing manual specimen signatures of, the officers and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer other representatives of the signing Borrower who are authorized to execute and take actions under this Amendment and the Loan Party:
Documents on behalf of the Borrower (or a certification that no changes have been made to the certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 26, 2023 (the “Ninth Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Amendment Agreement No. 9 dated as of October 26, 2023 (the “Ninth Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Charter Documents of the Borrower (or a certification that no changes have been made to the organization, existence and good standing of each Loan Party, Charter Documents delivered to the authorization Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the transactions contemplated hereby and any other legal matters relating to each Loan PartyCredit Agreement), (ii) the Loan Documents or written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, all (iii) the current Prospectus of the Borrower as then in form and substance reasonably satisfactory effect (or a certification that no changes have been made to the Revolving Prospectus delivered to the Operations Agent by the Borrower on October 26, 2023 pursuant to Section 4(b) of the Ninth Amendment and attached as Exhibit A to the Ninth Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Loan Modification Offer ArrangersAgreement), and (v) the custodian agreement of the Borrower currently in effect (or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement);
(c) receipt by the Operations Agent of (i) a copy of the certificate of trust of the Trust, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; and (ii) favorable a legal opinions from existence and good standing certificate for the Trust issued by the Secretary of State of the State of Delaware, dated as of a recent date;
(Ad) Skaddena non-refundable upfront fee, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel payable in cash to the Loan PartiesOperations Agent for the respective accounts of the Banks, of five (B5) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to basis points on the Revolving Credit Loan Modification Offer ArrangersAggregate Commitment Amount; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Operations Agent pursuant to the terms of the Loan Modification Effective DateDocuments, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementfee letter.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Amendment Agreement No. 10 (Baron Select Funds), Amendment Agreement No. 10 (Baron Select Funds)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification "Effective Date”"):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received receipt by the Agent of this Amendment, duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, and delivered by the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Agent and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Bank;
(b) The 2015 Revolving Credit Commitments receipt by the Agent of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received a manually signed certificate from the following, each of which shall be originals Secretary or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Assistant Secretary of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all Borrower in form and substance reasonably satisfactory to the Revolving Agent and dated as of the date hereof as to the incumbency of, and bearing manual specimen signatures of, the Authorized Signatories who are authorized to execute and take actions under this Amendment, the Agreement and the other Loan Documents for and on behalf of the Borrower (or a certification that no changes have been made to the certification regarding incumbency made in the Assistant Secretary's Certificate dated as of the Effective Date and delivered pursuant to Section 3.01(f) of the Credit Loan Modification Offer ArrangersAgreement (the "Closing Date Certificate") other than as modified by Schedule I to the Assistant Secretary's Certificate dated December 8, 2016 and delivered to the Agent on December 8, 2016 in connection with the Amendment No. 1 Agreement dated as of December 8, 2016 by and among the Borrower, the Banks and the Agent, and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that no changes have been made to the Charter Documents delivered to the Agent and attached as Exhibits A and B to that certain Assistant Secretary's Certificate dated December 7, 2017 and delivered to the Agent on December 7, 2017 in connection with the Amendment No. 2 Agreement dated as of December 7, 2017 by and among the Borrower, the Banks and the Agent), (ii) the resolutions of the Borrower's Board of Trustees authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and the Investment Manager as then in effect (or a certification that no changes have been made to the investment advisory agreement delivered to the Agent pursuant to the Closing Date Certificate), (iv) the Custody Agreement then in effect (or a certification that no changes have been made to the Custody Agreement delivered to the Agent pursuant to the Closing Date Certificate) and (v) the Prospectus of the Borrower then in effect (or a certification that no changes have been made to the Prospectus dated June 26, 2007 and delivered to the Agent pursuant to the Closing Date Certificate);
(iic) favorable receipt by the Agent of a legal opinions existence and good standing certificate for the Borrower from the Secretary of State of the State of Delaware, dated as of a recent date;
(Ad) Skaddenreceipt by the Agent of a certificate of trust of the Borrower, Arpswith all amendments, Slate, certified as of a recent date by the Secretary of State of the State of Delaware;
(e) receipt by the Agent of the legal opinion of ▇▇▇▇▇▇▇▇ & Ronon ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg LLP, counsel to Intermediate Parent and TDS Intermediate Parentfor the Borrower, in each case in form and substance reasonably satisfactory covering such matters relating to the Revolving Credit Loan Modification Offer Arrangerstransactions contemplated hereby as the Agent and the Banks may reasonably request; and
(iiif) receipt by the Agent of a certificate from a Responsible Officer fee letter dated as of the date hereof between the Borrower dated and the Revolving Credit Loan Modification Effective Date, certifying as Agent (the "Fee Letter") and payment by the Borrower to the accuracy Agent, in cash, (i) for the pro rata accounts of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the BorrowerBanks, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension a non-refundable upfront fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments ten (whether used or unused10) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans basis points on the Revolving Credit Loan Modification Effective Date.
Aggregate Commitment Amount and (eii) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all such other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid as are contemplated by any Loan Party in connection with the Agreementsuch Fee Letter.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Invesco Senior Income Trust), Credit Agreement (Invesco Dynamic Credit Opportunities Fund)
Effectiveness. This Agreement (a) Paragraph 8 of this Amendment shall become effective on and as of the date (the “Required Lender Effective Date”) on which each all of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partybeen satisfied:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from Existing Lenders constituting Required Lenders authorizing the Borrower, Administrative Agent to enter into this Amendment;
(ii) The Lenders and the Administrative Agent shall have received all fees required to be paid on or before the date hereof in Same Day Funds, for connection with this Amendment or the account Credit Agreement.
(b) Paragraphs 2 through 7 of this Amendment shall become effective as of the date (the “Unanimous Lender Effective Date”) on which all of the following conditions precedent have been satisfied:
(i) The Administrative Agent shall have received (i) counterparts hereof duly executed by Gannett and the Administrative Agent and (ii) an executed consent letter from each Accepting Revolving Credit Existing Lender (other than any Defaulting LenderExisting Lender which is an Exiting Lender (as defined below)) that delivers an executed counterpart signature page and each New Lender authorizing the Administrative Agent to enter into this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.Amendment;
(eii) The Administrative Agent shall have received a certificate from the Secretary of Gannett certifying, as of the date of this Amendment, to resolutions duly adopted by the Board of Directors of Gannett or a duly authorized committee thereof authorizing Gannett’s execution and delivery of this Amendment and the Revolving Credit Loan Modification Offer Arrangers making of the Borrowings; and
(iii) The Lenders and the Administrative Agent shall have received all other fees and other amounts due and payable required to them be paid on or before the date hereof in connection with this Agreement and invoiced before Amendment or the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Competitive Advance and Revolving Credit Agreement (Gannett Co Inc /De/), Competitive Advance and Revolving Credit Agreement (Gannett Co Inc /De/)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification First Amendment Effective Date”):) 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) The Revolving Credit Loan Modification Offer Arrangers 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 executed 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), including receipt of consent from (i) each Extending Bank, (ii) each Non-Extending Bank and shall have received duly executed counterparts (iii) the Required Banks under the Existing Credit Agreement;
(b) receipt by the Administrative Agent of this Agreement that, when taken together, bear an opinion of the signatures General Counsel of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, substantially in the 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, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable furnished by the Borrower’s New York counsel, Norton ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments customary assumptions, qualifications and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.limitations;
(c) The Revolving 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 3.03 of the Amended Credit Loan Modification Offer Arrangers 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 have received evidence thereof reasonably satisfactory to it;
(e) receipt by the followingAdministrative Agent and the Syndication Agent (or their respective permitted assigns) and by each Bank Party of all fees, including such fees that are owed to each of which shall Non-Extending Bank, required to be originals or facsimiles (followed promptly by originals) unless otherwise specifiedpaid in the respective amounts heretofore mutually agreed in writing, each properly executed by a Responsible Officer and all expenses required to be reimbursed pursuant to the terms of the signing Loan Party:Existing Credit Agreement and for which invoices have been presented, at least one (1) business day prior to the First Amendment Effective Date;
(if) such receipt by the Administrative Agent and the Banks of all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act (Title III of Pub. L. 107-56; and
(g) receipt by the Administrative Agent of all documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Partythe Borrower, the authorization corporate authority for and the validity of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, this Amendment all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) Administrative Agent. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrower and the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Bank Parties of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification First Amendment Effective Date, including reimbursement or payment of and such notice shall be conclusive and binding on all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementparties hereto.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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 Agreement shall become be effective on and as of upon the date on which each (the “Effective Date”) that all of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof the execution and shall have received duly executed counterparts delivery of this Agreement that, when taken together, bear the signatures by each of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agentother Loan Parties, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, SlateFifth Third, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel and the Required Lenders;
(b) receipt by Fifth Third of fully-completed Schedules to the Loan Parties, this Agreement;
(B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (Dc) ▇▇▇▇▇▇ & and Fifth Third shall have acknowledged receipt from the Borrower of payment of the fees and expenses referred to in Section 8 of this Agreement by the parties and in the manner set forth therein;
(d) Fifth Third shall have received, in each case, in form and substance reasonably acceptable to Fifth Third, each of the fully-executed documents and other deliveries set forth on the Closing Agenda and Document Checklist attached hereto as Schedule 3 (other than items 4, 6 , 9 and 10 on such Schedule 3, which the Borrower shall deliver promptly following the Effective Date) and all of the deliveries set forth on Schedule 5;
(e) Fifth Third shall have confirmed in writing that it has received (i) the items set forth in Section 7 of Schedule 3 attached hereto and (ii) the items set forth on Schedule 5 attached hereto.
(f) Fifth Third shall have received, in form and substance reasonably acceptable to Fifth Third, verification from each Lender of such Lender’s Revolving Credit Commitment and the outstanding principal amount of Revolving Credit Loans, Term Loans, Swing Line Loans and Incremental Loans held by each such Lender;
(g) ▇▇▇▇▇▇ shall have acknowledged receipt from the Borrower of payment in immediately available funds of (i) all costs, expenses, accrued and unpaid fees and other amounts payable to it in its capacity as the existing Administrative Agent and as a Swing Line Lender pursuant to the Loan Documents (including fees and expenses of counsel) and (ii) a portion of the administrative agent fee that was due and payable by the Borrower to ▇▇▇▇▇▇ on April 29, 2009, prorated for the period commencing on April 29, 2009 through and including the date hereof (and ▇▇▇▇▇▇ hereby acknowledges and agrees, that such payment shall constitute payment in full of all obligations of the Borrower and the other Loan Parties under that certain fee letter agreement dated as of March 25, 2005 by and among ▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent ▇▇▇▇▇▇ Brothers, Inc. and TDS Intermediate Parent, the Borrower;
(h) ▇▇▇▇▇▇ shall have confirmed in each case in form and substance reasonably satisfactory writing to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of Borrower and the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Successor Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms Swing Line Lender that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance has complied with the requirements set forth in the definition June Order;
(i) the Borrower and Holdings shall have withdrawn that certain Motion of Mapco Express, Inc. and Delek US Holdings for Relief from Automatic Stay [Doc. No. 1663] (the “Permitted Refinancing IndebtednessMotion”) previously filed with the Bankruptcy Court; and
(j) the Successor Administrative Agent and Swing Line Lender shall have withdrawn its Limited Joinder to the Motion previously filed with the Bankruptcy Court. The parties hereto hereby agree that this document shall constitute a “Loan Document” in under the Existing Credit Agreement.
Appears in 2 contracts
Sources: Resignation, Waiver, Consent and Appointment Agreement (Delek US Holdings, Inc.), Resignation, Waiver, Consent and Appointment Agreement (Delek US Holdings, Inc.)
Effectiveness. This Amendment shall become effective, and the Credit Agreement shall become effective on and be amended as provided for herein as of the date Amendment Effective Date, upon the satisfaction of the following conditions:
(a) the Administrative Agent (or its counsel) shall have received counterparts hereof duly executed and delivered by a duly authorized officer of the General Partner acting on which behalf of the Borrower and by the Lenders whose consent is required to effect the amendments contemplated hereby;
(b) the Administrative Agent (or its counsel) shall have received each of the following conditions precedent is satisfied (such dateitems, each in form and substance reasonably acceptable to the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received Administrative Agent and, where applicable, duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction delivered by a duly authorized officer of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer General Partner acting on behalf of the signing applicable Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of a Note for each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;New Lender requesting a Note; and
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from dated as of the Amendment Effective Date signed by a Responsible Officer of the General Partner, acting on behalf of the Borrower dated and each Subsidiary Guarantor, (w) certifying each of the Revolving Credit Loan Modification Effective DateBorrower's and each Subsidiary Guarantor's existence and good standing in its state of organization, (x) certifying as that the governing documents of the Borrower and each Subsidiary Guarantor have not been modified since previously certified to the accuracy of Administrative Agent and remain in full force and effect, (y) certifying and attaching the resolutions adopted by the Borrower and each Subsidiary Guarantor approving or consenting to this Amendment and the increase to the Commitments hereunder, and (z) certifying that, before and after giving effect to this Amendment and the increase to the Commitments hereunder, (A) the representations and warranties set forth contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of such certificate the representations and warranties contained in subsections (a) and (b) of Section 3 hereof.5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists or will result from this Amendment and the increase to the Commitments hereunder; and
(dc) The the Administrative Agent shall have received payment from the Borrowerreceived, in Same Day Funds, or shall concurrently receive (i) for the account of each Accepting Revolving New Lender joining the Credit Lender Agreement hereby that has delivered a new Commitment with respect to the Credit Agreement to the Administrative Agent (other than any Defaulting Lenderor its counsel) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City (A) by 5:00 p.m. (Central time, ) on May 1March 23, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension upfront fee in an aggregate amount equal to 3.00% 27.5 basis points on the amount of such New Lender's Commitment as set forth opposite such New Lender's name on Schedule 2.01 attached hereto or (B) by 2:00 p.m. (Central time) on March 27, 2012, an upfront fee equal to 25 basis points on the amount of such New Lender's Commitment as set forth opposite such New Lender's name on Schedule 2.01 attached hereto, (ii) for the account of each Lender increasing its Commitment pursuant hereto that has delivered an increased Commitment with respect to the Credit Agreement to the Administrative Agent (or its counsel) (A) by 5:00 p.m. (Central time) on March 23, 2012, an upfront fee equal to 27.5 basis points on the amount by which such Lender's Commitment is increased or (B) by 2:00 p.m. (Central time) on March 27, 2012, an upfront fee equal to 25 basis points on the amount by which such Lender's Commitment is increased, and (iii) for the account of the aggregate principal amount applicable Person, payment of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the AgreementAmendment.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Tesoro Logistics Lp), Credit Agreement (Tesoro Corp /New/)
Effectiveness. This Agreement The amendments described in Section 1 above shall become effective upon the date (the “Effective Date”) that each of the following conditions has been satisfied in a manner satisfactory in form and substance to the Required Holder(s):
(a) the Required Holder(s) have received the following documents:
(i) a counterpart of this letter agreement duly executed by the Company;
(ii) certified copies of the SPV Revolving Credit Agreement and each other SPV Credit Document each duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the SPV Revolving Credit Agreement and the other SPV Credit Documents shall have been satisfied and the Company shall have applied the proceeds thereof in accordance with the terms of the SPV Revolving Credit Agreement;
(iii) certified copies of the CIT Documents each duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the CIT Documents shall have been satisfied;
(iv) certified copies of the Amended and Restated Credit Agreement duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the Amended and Restated Credit Agreement shall have been satisfied;
(v) a counterpart of the Amended and Restated Security Agreement duly executed by the Company;
(vi) counterparts of the Receivables Intercreditor Agreement duly executed by all parties thereto;
(vii) evidence satisfactory to the Required Holder(s) that the Company and its Subsidiaries shall have (a) caused all notes in respect of all indebtedness and other obligations outstanding under the Securitization Documents (as defined in the Purchase Agreement immediately prior to giving effect to this letter agreement (“Existing Securitization Indebtedness”) to be cancelled by Fingerhut Funding LLC, (b) terminated any commitments to lend or make other extensions of credit in respect of Existing Securitization Indebtedness, and (c) delivered to each Purchaser evidence that all Liens securing Existing Securitization Indebtedness or other obligations of the Company and its Subsidiaries thereunder being repaid on the Second Amendment Effective Date;
(viii) a legal opinion of the Company’s in-house counsel, in form and substance satisfactory to the Required Holder(s);
(ix) a Secretary’s Certificate of the Company certifying, among other things (1) as to the name, titles and true signatures of the officers of the Company authorized to sign this letter agreement and the other documents to be delivered in connection with this letter agreement, (2) that attached thereto is a true, accurate and complete copy of the certificate of incorporation or other formation document of the Company, certified by the Secretary of State of the state of organization of the Company as of a recent date, (3) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company, (4) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this letter agreement and the other documents to be delivered by the Company in connection with this letter agreement, and that such resolutions have not been amended, modified, revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof; and
(x) a certificate of good standing for the Company from the Secretary of State of the state of organization of the Company dated as of a recent date;
(b) the Company shall have received proceeds of $55,930,000 from the issuance of 750,839,038 shares of Series B Convertible Preferred Stock, 67,123,104 shares of which shall have been issued to the Purchasers for a purchase price not to exceed $5,000,000, all pursuant to documentation in form and substance satisfactory to the Purchasers;
(c) each Purchaser shall have received payment of an amendment fee equal to 50 basis points of the aggregate principal amount of Subordinated Notes held by such Purchaser;
(d) all corporate and other proceedings in connection with the transactions contemplated by this letter agreement shall be satisfactory to the Required Holder(s) and its counsel, and the Required Holder(s) shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request;
(e) the Purchasers have received payment of all costs and expenses of the Purchasers (including reasonable fees and disbursements of special counsel to the Purchasers) in connection with this letter agreement and the transactions contemplated hereby;
(f) as of the date hereof and after giving effect to this letter agreement, no Default or Event of Default has occurred which is continuing; and
(g) all the representations and warranties contained in Paragraph 8 of the Purchase Agreement are true and correct in all material respects with the same force and effect as if made by the Company on and as of the date on which each of the following conditions precedent is satisfied (such datehereof, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only except to the satisfaction extent such representation and warranties, by their terms, specifically are made as of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating certain date prior to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 date hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bluestem Brands, Inc.), Securities Purchase Agreement (Bluestem Brands, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which hereof (the “Amendment No. 1 Effective Date”), subject to the satisfaction (or waiver by each 2021 Incremental Term Loan Lender) of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):conditions:
(a) The Revolving Each of Holdings, the Borrower and the other Credit Loan Modification Offer Arrangers Parties shall have executed and delivered to the Administrative Agent a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Amendment.
(b) The 2015 Revolving Administrative Agent shall have received a certificate from each Credit Commitments Party, dated as of Lenders who the Amendment No. 1 Effective Date, signed by the Secretary or Assistant Secretary of such Credit Party, and attested to by a Responsible Officer of such Credit Party substantially in the form of Exhibit E to the Credit Agreement (together with (A) applicable attachments (including the resolutions of the governing body of such Credit Party referred to in such certificate) or (B) certifications that there have agreed been no changes to extend their Revolving Credit Commitments the applicable attachments (other than the resolutions) to the certificates delivered on the Closing Date), and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans in each case, shall be in an aggregate amount, without duplication, of not less than $55,000,000customary form.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received good standing certificates (or equivalent evidence) and bring-down letters or facsimilies, if any, for the following, each Credit Parties from their respective jurisdictions of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:organization.
(id) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions The Administrative Agent shall have received from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇LLP, Luxembourg special New York counsel to Intermediate Parent and TDS Intermediate Parentthe Credit Parties, in each case in form and substance reasonably satisfactory a customary opinion addressed to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from and the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit 2021 Incremental Term Loan Modification Effective DateLenders.
(e) The Administrative Agent Time Machine Acquisition shall be consummated substantially concurrently with the initial funding of the Incremental Term Loans hereunder in accordance in all material respects with the Time Machine Acquisition Agreement without waiver or amendment thereof that is, in the aggregate when taken as a whole, materially adverse to the interests of the 2021 Incremental Term Loan Lenders (including any reduction in the acquisition consideration that does not meet the criteria below) unless consented to by the 2021 Incremental Term Loan Lenders (such consent not to be unreasonably withheld, delayed or conditioned); it being understood that (i) no reduction in the acquisition consideration shall be deemed to be materially adverse to the interests of the 2021 Incremental Term Loan Lenders if such reduction is applied first to reduce the Time Machine Equity Financing by an amount such that the Time Machine Equity Contribution shall be no less than the Minimum Equity Amount (as defined below) and second to reduce the Time Machine Equity Contribution and the Revolving Credit Incremental Term Loans on a ratable basis hereunder, (ii) no increase in the acquisition consideration shall be deemed to be materially adverse to the interests of the 2021 Incremental Term Loan Modification Offer Arrangers Lenders if such increase is funded solely by (A) an increase in the Time Machine Equity Financing, (B) cash of the Borrower and its Subsidiaries on hand or (C) any combination of the foregoing clauses (A) through (B), (iii) no modification to the acquisition consideration as a result of any purchase price adjustment or working capital adjustment expressly contemplated by the Time Machine Acquisition Agreement as of the date thereof shall constitute a reduction or increase in the acquisition consideration and (iv) each 2021 Incremental Term Loan Lender shall be deemed to have consented to any waiver or amendment of the Time Machine Acquisition Agreement if it shall have received all other fees and other amounts due and payable not affirmatively objected to them any such waiver or amendment within three Business Days (as defined in connection with this the Time Machine Acquisition Agreement and invoiced before (as in effect on the Revolving Credit Loan Modification Effective Date, including reimbursement date thereof)) of receipt of written notice of such waiver or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.amendment;
(f) Each Loan Party Prior to or substantially concurrently with the funding of the Incremental Term Loans, (i) the Sponsor and its controlled Affiliates or investment funds advised by the Sponsor or its controlled Affiliates and one or more other co-investors, including members of management of the Time Machine Target and its Subsidiaries shall make or shall have entered into a written instrument made, directly or indirectly, cash or rollover investments (in the form and substance of (A) common equity or (B) other equity on terms reasonably satisfactory to the Revolving Credit 2021 Incremental Term Loan Modification Offer Arrangers pursuant to which it confirms Lenders) in the Borrower (the “Time Machine Equity Financing”) in an aggregate amount that it consents to this Agreement is not less than $125,000,000 (the “Minimum Equity Amount”) and reaffirms that (ii) the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderTime Machine Refinancing shall have occurred or shall occur.
(g) The Borrower On or prior to the Amendment No. 1 Effective Date, the Amendment No. 1 Lead Arrangers and 2021 Incremental Term Loan Lenders shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000received (i) the audited consolidated financial statements of the Time Machine Target and its Subsidiaries, consisting of consolidated balance sheets as of and for the fiscal years ended December 31, 2020, December 31, 2019, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans related statements of operations and comprehensive loss, stockholders’ equity and cash flows for such fiscal years, in each case, prepared in accordance with U.S. GAAP (collectively, the requirements “Audited Time Machine Target Financial Statements”), (ii) the unaudited consolidated financial statements of the Time Machine Target and its Subsidiaries consisting of balance sheets as of and for each fiscal quarter ending after the date of the most recent audited consolidated balance sheets delivered pursuant to clause (g)(i) and at least 45 days prior to the Amendment No. 1 Effective Date, (other than the fourth fiscal quarter of a fiscal year) and the related statements of income and cash flows for the portion of the fiscal year then ended, in each case, prepared in accordance with U.S. GAAP and (iii) a pro forma consolidated balance sheet for the Borrower and its Subsidiaries prepared as of latest date of the consolidated balance sheet for the Borrower and its Subsidiaries delivered under the Credit Agreement and pro forma statements of operations for the latest twelve month period ended for the Borrower and its Subsidiaries delivered under the Credit Agreement, in each case of this clause (g)(iii), prepared so as to give effect to the Time Machine Transactions as if the Time Machine Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statements of operations), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting in connection with the Time Machine Acquisition.
(h) No Event of Default pursuant to Section 11.01 or Section 11.05 of the Credit Agreement exists or would result from the consummation of the Time Machine Transactions, it being acknowledged that the Borrower has made an LCT Election under Section 1.03 of the Credit Agreement and the condition set forth in this clause (h) was satisfied, with respect to the definition Credit Parties on the date of “Permitted Refinancing Indebtedness” the Time Machine Acquisition Agreement, in full as of the date of the Time Machine Acquisition Agreement.
(i) (i) Each of the representations made by the Time Machine Target in the Existing Credit Agreement.Time Machine Acquisition Agreement as are material to the interests of the 2021 Incremental Term Loan Lenders, but only to the extent that the Borrower or its Affiliates have the right (taking into account any applicable cure
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Effectiveness. This The amendments to the Existing Credit Agreement, the obligations of the Tranche B 2024 Term Lenders to make the Tranche B 2024 Term Loans hereunder, the amendment and restatement of the Existing Credit Agreement and the amendment or amendment and restatement of certain schedules and exhibits thereto and the Collateral Agreement as set forth in Section 1 hereof shall become effective and be completed, in the sequence provided for in such Section, on and as of the first date (the “Twelfth Amendment Effective Date”) on which each of the following conditions precedent is shall have been satisfied (such date, or waived in accordance with Section 9.02 of the “Revolving Existing Credit Loan Modification Effective Date”Agreement):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed from (i) ▇▇▇▇▇ ▇, the Borrower and each Subsidiary Loan Party, (ii) the Administrative Agent and (iii) each institution that is to become a Tranche B 2024 Term Lender either (A) counterparts of this Amendment Agreement that, when taken together, bear the signatures signed on behalf of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, each such party or (B) written evidence satisfactory to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Agent (it being understood which may include a fax or electronic transmission of a signed signature page of this Amendment Agreement) that each Lender’s delivery such party has signed a counterpart of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Amendment Agreement.
(b) The 2015 Revolving Administrative Agent, Bank of America, N.A. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunning managers for the Tranche B 2024 Term Loans (in such capacities, the “Lead Arrangers”), and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., Barclays Bank PLC, ▇▇▇▇▇▇▇ Sachs Bank USA, Credit Commitments Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC, as joint bookrunning managers for the Tranche B 2024 Term Loans (in such capacity, together with the Lead Arrangers, the “Arrangers”), shall have received favorable written opinions (addressed to the Administrative Agent, the Arrangers and the other parties hereto and dated the Twelfth Amendment Effective Date) of Lenders who have agreed (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower, (ii) the Chief Legal Officer or an Assistant General Counsel of Level 3, (iii) Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Delaware local counsel, and (iv) ▇▇▇▇▇▇ ▇▇▇▇▇ & Bockius LLP, regulatory counsel for the Borrower, covering such matters relating to extend their Revolving Credit Commitments the Loan Parties, the Loan Documents and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans the transactions contemplated by this Amendment Agreement as the Administrative Agent or the Lead Arrangers shall be in an aggregate amount, without duplication, of not less than $55,000,000reasonably request.
(c) The Revolving Credit Loan Modification Offer Administrative Agent and the Lead Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Administrative Agent, the Lead Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization by the Loan Parties of the transactions contemplated hereby and any other legal matters relating to each the Loan PartyParties, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;Administrative Agent, the Lead Arrangers and their counsel.
(iid) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to The Administrative Agent and the Loan Parties, (B) ▇▇Lead Arrangers shall have received a certificate signed by a Financial Officer of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Twelfth Amendment Effective Date, confirming satisfaction of the condition set forth in paragraph (e), certifying as to the accuracy of that the representations and warranties set forth in Section 3 4 hereof (in each case, substituting all references in Section 4 to the “Existing Credit Agreement” with references to the “Restated Credit Agreement” and all references in Section 4 to the “date hereof.
(d” with references to the “Twelfth Amendment Effective Date”) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, are true and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% correct as of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Twelfth Amendment Effective Date.
(e) Subject to Section 2 hereof, the Guarantee and Collateral Requirement shall have been satisfied.
(f) The Administrative Agent Agent, the Arrangers and the Revolving Credit Loan Modification Offer Arrangers Tranche B 2024 Term Lenders shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before on or prior to the Revolving Credit Loan Modification Twelfth Amendment Effective Date, including the reimbursement or payment of all reasonable documented out-of-pocket expenses for which reasonably detailed invoices have been presented prior to the Twelfth Amendment Effective Date (including the reasonable fees, charges and disbursements of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel for the Administrative Agent and other charges of counselthe Lead Arrangers) required to be reimbursed or paid by any Loan Party incurred in connection with the this Amendment Agreement.
(fg) Each Loan Party The Administrative Agent and the Lead Arrangers shall have entered into received (i) either (A) a written instrument completed (x) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Perfection Certificate”) and (y) perfection certificate in the form of Annex III hereto (the “Twelfth Amendment Effective Date Loan Proceeds Note Perfection Certificate”), each dated the Twelfth Amendment Effective Date and signed by a Financial Officer, in each case, together with all attachments contemplated thereby, or (B) a certificate dated the Twelfth Amendment Effective Date and signed by a Financial Officer (which certificate may be combined with the certificate referred to in paragraph (d) above) confirming that as of the Twelfth Amendment Effective Date there have been no changes to the information required to be set forth in the Annual Perfection Certificate and the Annual Loan Proceeds Note Perfection Certificate since the dates of the Annual Perfection Certificate and Annual Loan Proceeds Note Perfection Certificate most recently delivered to the Administrative Agent and (ii) the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Twelfth Amendment Effective Date Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent and the Lead Arrangers that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.05 of the Restated Credit Agreement or have been released.
(h) The Administrative Agent and the Lead Arrangers shall have received a certificate signed by the chief financial officer of ▇▇▇▇▇ ▇, dated the Twelfth Amendment Effective Date, certifying (i) with respect to the incurrence of the Tranche B 2024 Term Loans, as to compliance with the Existing Credit Agreement, the Existing Notes (including the Existing Notes set forth in the last sentence of the definition thereof in the Restated Credit Agreement), the indentures governing such Existing Notes and any other material Indebtedness of Level 3 and its Subsidiaries and (ii) that, immediately following the making of the Tranche B 2024 Term Loans on the Twelfth Amendment Effective Date and after giving effect to the application of the proceeds of the Tranche B 2024 Term Loans and the other transactions contemplated by this Amendment Agreement, (A) the fair value of the assets of Level 3 and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (B) the present fair saleable value of the property of Level 3 and its Subsidiaries, on a consolidated basis, will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (C) Level 3 and its Subsidiaries on a consolidated basis, will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (D) Level 3 and its Subsidiaries, on a consolidated basis, will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Twelfth Amendment Effective Date.
(i) At least 2 Business Days prior to the Twelfth Amendment Effective Date, in the case of Eurodollar Loans (it being understood and agreed that the Tranche B 2024 Term Lenders are hereby deemed to have consented to such 2 Business Day period), or at least one Business Day prior to the Twelfth Amendment Effective Date, in the case of ABR Loans, the Administrative Agent shall have received a fully completed and executed notice of borrowing with respect to the Tranche B 2024 Term Loans, together with a break-funding letter agreement in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement Administrative Agent and the Obligations of such Loan Party hereunder and thereunderLead Arrangers.
(gj) The Borrower At least 3 Business Days prior to the Twelfth Amendment Effective Date, the Lead Arrangers shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (Title III of Pub. L. 107-56) (the “PATRIOT Act”), that is requested at least 5 Business Days prior to the Twelfth Amendment Effective Date. The Administrative Agent shall notify ▇▇▇▇▇ ▇, the Borrower and the Lenders of the Twelfth Amendment Effective Date, and all the Net Cash Proceeds thereof such notice shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementbe conclusive and binding.
Appears in 2 contracts
Sources: Credit Agreement, Amendment Agreement (Level 3 Communications Inc)
Effectiveness. This Agreement shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):or waived in accordance with Section 9.05 hereof:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart receipt by the Agent of counterparts hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, signed by each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).parties hereto;
(b) The 2015 Revolving Credit Commitments receipt by the Agent of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as a perfection certificate from the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to Borrower substantially in the organizationform of Exhibit G attached hereto, existence and good standing of each Loan Party, the authorization (ii) copies of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents results of current UCC lien searches (or the transactions contemplated herebyequivalent in the applicable jurisdictions), all such results to be in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAgent, (iii) the Security Agreement, and (iv) such other documents, instruments and/or agreements as the Agent may reasonably require to perfect its security interest in the Collateral in the relevant jurisdictions;
(iic) favorable receipt by the Agent of the legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ opinion of Dechert LLP, New York counsel for the Borrower, addressed to the Loan PartiesAgent and the Banks and covering such matters relating to the transactions contemplated hereby as the Agent may reasonably request;
(d) receipt by the Agent of a certificate manually signed by an officer of the Borrower to the effect set forth in clauses (b) (if the Borrower is submitting a Notice of Borrowing on the Effective Date), (Bc) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (Dd) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇of Section 3.02 hereof, Luxembourg counsel such certificate to Intermediate Parent be dated the Effective Date and TDS Intermediate Parent, in each case to be in form and substance reasonably satisfactory to the Revolving Credit Agent;
(e) receipt by the Agent of a manually signed certificate from the Secretary or Assistant Secretary of the Borrower in form and substance 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 Modification Offer ArrangersDocuments for and on behalf of the Borrower, and certifying and attaching copies of (i) Charter Documents (other than those delivered pursuant to Section 3.01(g) hereof), with all amendments thereto, (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby, (iii) the investment advisory agreement between the Borrower and the Investment Manager as then in effect, along with any other investment management or submanagement agreements to which the Borrower is a party as then in effect, (iv) the Prospectus then in effect, and (v) a balance sheet of the Borrower, dated the Effective Date, and prepared in accordance with Generally Accepted Accounting Principles (the “Closing Balance Sheet”);
(f) 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;
(g) a copy of the articles of incorporation of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware;
(h) receipt by the Agent on behalf of each Bank of a duly completed Form FR U-1 referred to in Regulation U signed by the Borrower; and
(iiii) a certificate from a Responsible Officer receipt by the Agent of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy payment of the representations and warranties set forth in Section 3 hereof.
(di) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other reasonable fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, fees and disbursements of special counsel for the Agent) then payable hereunder for which invoices have been presented and other charges of counsel(ii) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form all fees then due and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers payable pursuant to which it confirms that it consents to this Agreement Section 2.07(b) hereof. The Agent shall promptly notify the Borrower and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Banks of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Effective Date, and such notice shall be conclusive and binding on all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementparties hereto.
Appears in 2 contracts
Sources: Credit Agreement (NexPoint Capital, Inc.), Credit Agreement (NexPoint Capital, Inc.)
Effectiveness. This Agreement The Commitments shall become effective on the date the Administrative Agent shall have received:
(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, the Administrative Agent shall have received in form satisfactory to it written confirmation (including by electronic means) from such party of execution of a counterpart hereof by such party);
(b) the opinion of the General Counsel or Vice President – Legal Services of the Borrower substantially in the form of Exhibit F 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 been made or obtained and shall be, in each case, in full force and effect on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):;
(ad) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, all documents the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Agent may reasonably request relating to the organization, existence of the Borrower such as articles of incorporation and good standing of each Loan Partybylaws, the authorization corporate authority for and the validity of this Agreement and the transactions contemplated hereby Notes, and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated herebyrelevant hereto, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iie) favorable legal opinions from [reserved];
(Af) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel at least five (5) business days prior to the Loan PartiesEffective Date, all documentation and other information about the Borrower and its Affiliates as shall have been reasonably requested in writing at least ten (B10) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory business days prior to the Revolving Credit Loan Modification Offer ArrangersEffective 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
(iiig) a certificate from a Responsible Officer all fees and expenses required to be paid on or before the Effective Date (in the case of expenses, for which the Borrower dated has been billed at least two (2) business days prior to the Revolving Credit Loan Modification Effective Date), certifying as to including the accuracy reasonable and documented fees and expenses of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, counsel for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before Joint Lead Arrangers; Each of the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory Lenders that are party to the Existing Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations Borrower agree to eliminate the requirement under Section 2.09 of the Existing Revolving Credit Agreement that notice of optional termination of the commitments thereunder be given three Business Days in advance, and further agree that (i) the commitments under the Existing Revolving Credit Agreement shall terminate in their entirety simultaneously with and subject to the effectiveness of the Commitments and (ii) the accrued facility fees thereunder to but excluding the date of such Loan Party hereunder and thereundereffectiveness shall be payable on the date of such effectiveness.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: 364 Day Revolving Credit Agreement (Consolidated Edison Co of New York Inc), 364 Day Revolving Credit Agreement (Consolidated Edison Co of New York Inc)
Effectiveness. This Agreement shall become effective, and the amendments provided for herein shall be effective on and as provided herein as of the date on which each Effective Date, upon the satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from multiple original counterparts, as requested by the Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, in Same Day Fundsthe Guarantors, for the account Administrative Agent, the Issuing Lender, the Swing Line Lender and the Lenders.
(b) The Administrative Agent shall have received a secretary’s certificate from the Borrower certifying (A) officers’ incumbency, (B) the resolutions of each Accepting Revolving the Board of Directors of the Borrower authorizing this Agreement, and (C) true and complete copies of its organizational documents or that no changes have occurred to such organizational documents since copies of such documents were certified to the Administrative Agent with the closing of the Credit Lender Agreement on March 31, 2008.
(c) No Default, other than any Defaulting Lender) that delivers an executed counterpart signature page to the Existing Default, shall have occurred and be continuing as of the Effective Date or as of the date this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, is entered into.
(d) The representations and agrees to convert Revolving Credit Commitments warranties in this Agreement shall be true and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee correct in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Dateall material respects.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in paid to the Administrative Agent (i) for the account of each Lender, an aggregate amendment fee equal to 0.50% of the sum of (a) such Lender’s Revolving Commitment plus (b) such Lender’s pro rata share of the outstanding principal amount not less than $175,000,000of all Term Advances; and (ii) all fees and expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date. The Borrower and ▇▇▇▇▇ Fargo Bank, N.A. hereby acknowledge and all agree that the Net Cash Proceeds thereof shall have been applied amendment fee provided for in clause (i) is the upfront fee referred to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in fee letter between the Existing Credit AgreementBorrower and ▇▇▇▇▇ Fargo Bank, N.A. dated March 6, 2009.
Appears in 2 contracts
Sources: Credit Agreement (Flotek Industries Inc/Cn/), Credit Agreement (Flotek Industries Inc/Cn/)
Effectiveness. This Agreement Refinancing Amendment shall become effective on and as of the date (the “First Refinancing Amendment Effective Date”, which date was August 13, 2018) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Refinancing Amendment that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent, TDS Intermediate Parent, (ii) the Borrower, (iii) each other Loan Party that is party hereto, (iv) the Administrative Agent, the Collateral Agent(v) each 2018 Other Term Lender specified on Schedule 2.01 and (vi) solely with respect to Section 3 hereof, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Lenders constituting Required Lenders (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only immediately after giving effect to the satisfaction incurrence of the other conditions to effectiveness set forth in this Section 42018 Other Term Loans).;
(b) The 2015 Revolving the Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit B to the Credit Commitments Agreement (with appropriate modifications to reflect the consummation of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.the transactions contemplated by this Refinancing Amendment on the First Refinancing Amendment Effective Date);
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such other documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, Party and the authorization of this Refinancing Amendment and amendment of the transactions contemplated hereby Credit Agreement and any the other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iid) favorable the Administrative Agent shall have received a customary legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, Luxembourg special New York counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; andParties;
(iiie) the Administrative Agent shall have received a certificate from of a Responsible Officer of the Borrower dated as of the Revolving Credit Loan Modification First Refinancing Amendment Effective Date, certifying Date (i) as to the accuracy in all material respects of the representations and warranties specified in Section 4 hereof and (ii) certifying that the condition set forth in Section 3 hereof.clause (f) below has been satisfied;
(df) The Administrative Agent shall have received payment from no Default exists as of the BorrowerFirst Refinancing Amendment Effective Date, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page both immediately before and immediately after giving effect to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, Refinancing Amendment and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.transactions contemplated hereby;
(eg) The the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers Refinancing Amendment Arrangers, as applicable, shall have received (or will receive substantially simultaneously with the funding of the 2018 Other Term Loans) payment of all other fees and other amounts due and payable on or prior to them in connection with this Agreement and the First Refinancing Amendment Effective Date and, to the extent invoiced before at least 2 Business Days prior to the Revolving Credit Loan Modification First Refinancing Amendment Effective DateDate (or such later date as the Borrower may agree), including reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Party in connection with Document, including the Agreement.reasonable and reasonably documented out-of-pocket fees, charges and disbursements of counsel for the Administrative Agent;
(fh) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted made (or substantially concurrently with the funding of the 2018 Other Term Loans will make) the First Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Amendment Prepayment; and
(i) the Administrative Agent shall have received a “Life-of-Loan” Federal Emergency Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans evidence of flood insurance in accordance compliance with the requirements set forth Flood Program, in the definition event any Mortgaged Property is located in a special flood hazard area. The Administrative Agent shall notify the Borrower and the 2018 Other Term Lenders of “Permitted the First Refinancing Indebtedness” in the Existing Credit AgreementAmendment Effective Date, and such notice shall be conclusive and binding.
Appears in 2 contracts
Sources: Refinancing Amendment to First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Refinancing Amendment to First Lien Term Loan Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Effectiveness. (a) This Amendment (other than the amendments to the Credit Agreement set forth in Section 3 hereof, which shall become effective on and as set forth in paragraph (b) below) shall become effective as of the first date (the “Amendment No. 4 Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(ai) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Amendment that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent(ii) Foreign Holdings, TDS Intermediate Parent, (iii) the Borrower, (iv) Parent and (v) the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersRequired Lenders;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to representations and warranties of Holdings, (C) HassansForeign Holdings, Gibraltar counsel to Intermediate the Borrower and Parent set forth in Section 5 hereof shall be true and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to correct as of the Revolving Credit Loan Modification Offer Arrangers; andAmendment No. 4 Effective Date;
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent and the arrangers of this Amendment, as applicable, shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of Amendment Fees and, to the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received extent invoiced, all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment No. 4 Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party the Borrower in connection with this Amendment; and
(iv) the AgreementInitial Public Offering shall have been consummated.
(fb) Each Loan Party the amendments to the Credit Agreement set forth in Section 3 hereof shall become effective as of the date (the “Revolving Credit Facility Amendment Effective Date”) on which the Replacement Revolving Credit Facility Effectiveness Agreement shall have entered into a written instrument been executed and delivered by each of the Loan Parties, the Replacement Revolving Credit Lenders (as defined in form the Replacement Revolving Credit Facility Effectiveness Agreement) and substance reasonably satisfactory to the Administrative Agent and shall have become effective in accordance with its terms. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment No. 4 Effective Date and the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement Facility Amendment Effective Date and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement such notice shall be conclusive and the Obligations of such Loan Party hereunder and thereunderbinding.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Freescale Semiconductor Holdings I, Ltd.), Credit Agreement (Freescale Semiconductor Holdings I, Ltd.)
Effectiveness. This Agreement Supplement shall become effective on and as of the date on which Third Closing Date upon the satisfaction of each of the following conditions precedent is satisfied (and upon such effective date, this Supplement shall amend and completely restate and supersede the “Revolving Credit Loan Modification Effective October 2002 Series 2001-A Supplement:
(i) The Trustee shall have received a certificate, dated the Third Closing Date”):
, of the secretary or assistant secretary of each Seller (a) attaching a true and complete copy of the constituting documents, resolutions of its Board of Directors and of all documents evidencing other necessary corporate action (in form and substance satisfactory to the Trustee) taken by it to authorize its execution, delivery and performance of the Amendment Documents and the transactions contemplated thereby, and (b) setting forth the incumbency of its officer or officers who may sign the Amendment Documents and all certificates, reports and statements delivered hereunder and under the Transaction Documents and the Amendment Documents, to which it is a party, including therein a signature specimen of such officer or officers.
(ii) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof Trustee and each Purchaser shall have received duly executed counterparts copies of this Agreement thatthe Amendment Documents each dated as of the Third Document Closing Date or the Third Closing Date, when taken togetheras applicable, bear the signatures of Holdingsincluding, Intermediate Parent, TDS Intermediate Parentwithout limitation, the BorrowerAmendment to Series 2002-A Supplement and Consent duly executed by Maple.
(iii) Citibank shall have paid to the Trustee in consideration for the Additional Series 2001-A Certificates an amount equal to $35,000,000.
(iv) The Receivables Coverage Ratio and the Generation Coverage Ratio each shall be on the Third Closing Date and shall have been on each of the two prior Determination Dates occurring on October 3, 2002 and July 3, 2002 (the "PRIOR DETERMINATION DATES") not less than 2.00:1.00 and 2.25:1.00, respectively; PROVIDED, HOWEVER, for purposes of determining the Aggregate Required Coverage Amounts for the Third Closing Date and each Prior Determination Dates stated above, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page Required Coverage Amount with respect to Additional Series 2001-A shall be irrevocable subject only deemed outstanding and used in the calculation of the Aggregate Required Coverage Amount on each such Determination Date and the Third Closing Date.
(v) An additional amount shall have been deposited into the Series 2001-A Reserve Account equal to the satisfaction amount necessary so that the total amount in the Series 2001-A Reserve Account, after giving effect to such deposit, is equal to the Series 2001-A Required Amount that would be required on the first Distribution Date following the Third Closing Date.
(vi) [Intentionally Omitted].
(vii) No event has occurred and is continuing, or would result from the transactions to occur on the Third Closing Date (a) that constitutes a Rapid Amortization Event or an Unmatured Rapid Amortization Event with respect to Series 2001-A or (b) that constitutes a default or event of default under any other material agreement to which any Seller is a party, including without limitation as a result of any restatement by TFM, S.A. de C.V. of its unaudited financial statements for the period ended September 30, 2002.
(viii) The Trustee and the Series 2001-A Certificateholders shall have received (I) opinions of counsel, dated as of the Third Closing Date, from internal and outside United States and Mexican counsel to TMM and the other conditions Sellers, including without limitation (a) that the Amendment Documents and the transactions contemplated thereby do not conflict with any Seller's other obligations (including the Indentures), (b) that the Amendment Documents, including without limitation the TMM Port Option and Put Agreements are valid and enforceable, (c) the perfection of the Trustee's lien and (d) the impact of Mexican withholding and VAT, and (II) a legal opinion from their special Mexican counsel, in form and substance satisfactory to effectiveness the Trustee and the Series 2001-A Certificateholders, including those opinions described in Section 5.2(b) of the Master Trust Agreement.
(ix) TMM shall have not revoked or abandoned the exchange offers or consent solicitations or, without the approval of the Series 2001-A Series Required Investor Certificateholder, amended or modified in any material respect the terms of such offers or solicitations, described in the Form F-4.
(x) All corporate and legal proceedings and all documents and papers in connection with the transactions contemplated by the Amendment Documents shall be satisfactory in form and substance to the Trustee, and the Trustee shall have received all information and copies of all documents which it may reasonably have requested in connection therewith, such documents (where appropriate) to be certified by an authorized signatory of the Sellers or proper governmental authorities.
(xi) The Sellers shall have paid all up-front fees, subscription/arrangement fees, trustee fees and legal fees then payable including payment of the fees set forth in this Section 4the Amendment Fee Letter.
(xii) The Sellers shall have furnished or caused to be furnished to the Trustee and the Series 2001-A Certificateholders such further certificates, Opinions of Counsel, Officers' Certificates, documents or instruments as the Trustee or the Series 2001-A Certificateholders may reasonably request, including Officers' Certificates attesting to the accuracy of items set forth in SECTIONS 2.4(a)(v) and (vii).
(bxiii) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers TMM shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Datenecessary lender, governmental, corporate, shareholder or third party approvals, including reimbursement or payment without limitation the approval of all reasonable documented out-of-pocket expenses API, SSA, Hacienda, the Mexican Foreign Investments Commission and Mexican antitrust authorities (including reasonable fees, disbursements and other charges if any of counselthe foregoing is required) required to be reimbursed or paid by any Loan Party in connection with the execution and delivery of the Amendment Documents, including without limitation the TMM Port Option and Put Agreements.
(xiv) In the sole discretion of Citibank, N.A., the absence of any material adverse change in the financial markets or in Mexico, or in the business condition (financial or otherwise) or results of operations or prospects of TMM, any other Seller, Multimodal or the Port Company.
(xv) Each condition precedent set forth in each of the other Amendment Document including without limitation the receipt of evidence that (x) the Port Shares (as defined in the Port Option Agreement) have the proper legend required pursuant to Section 6.6 of the Port Option Agreement and such restriction has been entered into the Port Company's Stockholders Registry Book pursuant to Section 6.7 of the Port Option Agreement and (y) the Grupo TFM Shares (as defined in the Option Agreement) have the proper legend (which such legend shall reflect the existence of the Amendment to Option Agreement) required pursuant to Section 6.6 of the Option Agreement and such restriction has been entered into Grupo TFM's Stockholders Registry Book pursuant to Section 6.7 of the Option Agreement.
(fxvi) Each Loan Party The Trustee shall have entered into received a written grant, from TMM Multimodal and in the form of a notarial instrument in form granted before a Mexican Notary Public, an irrevocable special power of attorney, under Article 2596 of the Federal Civil Code (CODIGO CIVIL FEDERAL) and substance reasonably satisfactory the corresponding articles of the Civil Codes of the federal entities of Mexico, and Article 9 of the general Law of Negotiable Instruments and Credit Transactions (LEY GENERAL DE TITULOS Y OPERACIONES DE CREDITO) of Mexico, authorizing the Amendment to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Option Agreement and reaffirms that authorizing the Collateral Documents Amendment to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Put Option Agreement.
Appears in 2 contracts
Sources: Second Amended and Restated Series 2001 a Supplement (TMM Holdings Sa De Cv), Second Amended and Restated Series 2001 a Supplement (TMM Holdings)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received duly executed and delivered counterparts of this Agreement Amendment that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, each Subsidiary Guarantor and the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Required Lenders.
(b) The 2015 Revolving Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01 of the Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000Agreement.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, (a) for the account of each Accepting Revolving Credit Non-Extended Funded Term Loan Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (other than any Defaulting Lenderor its counsel) that delivers an its executed counterpart signature page to this Agreement Amendment at or prior to 5.00 5:00 p.m., New York City time, on May 1August 2, 20122012 (the “Delivery Time”), and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension amendment fee in an aggregate amount equal to 3.000.05% of the aggregate outstanding principal amount of such Lender’s Non-Extended Funded Term Loans as of the Revolving Credit Commitments Amendment Effective Date and (whether used b) for the account of each Extended Term Loan Lender that shall have unconditionally and irrevocably delivered to the Administrative Agent (or unusedits counsel) its executed signature page to this Amendment at or prior to the Delivery Time, an amendment fee in an amount equal to 0.25% of the aggregate outstanding principal amount of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Lender’s Extended Term Loans on as of the Revolving Credit Loan Modification Amendment Effective Date. Such fees shall be payable in immediately available funds and, once paid, shall not be refundable in whole or in part.
(ed) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees Fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment Effective Date, including including, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party the Borrower in connection with the Agreement.
(f) Each transactions contemplated hereby or under any other Loan Party Document. The Administrative Agent shall have entered into a written instrument in form and substance reasonably satisfactory to notify the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect parties hereto of the Restated Credit Agreement Amendment Effective Date and the Obligations of such Loan Party hereunder notice shall be conclusive and thereunderbinding.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (Community Health Systems Inc)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is shall have been satisfied or waived (such date, the “Revolving Credit Loan Modification Second Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent shall have received duly executed counterparts of this Agreement thatfrom the Borrowers, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrowereach other Guarantor, the Administrative Agent, the Collateral AgentAgent and each Incremental Term Loan Lender and the Lenders sufficient to constitute, collectively, the Revolving Credit Loan Modification Offer ArrangersRequired Lenders, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery a duly executed counterpart of an executed signature page shall be irrevocable subject only to the satisfaction this Amendment signed on behalf of the other conditions to effectiveness set forth in this Section 4).such party;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit 2018 Incremental Term Loans shall be in an aggregate amount, without duplication, satisfy all of not less than $55,000,000.the requirements of Sections 2.25(c) of the Credit Agreement;
(c) The Borrowers shall have paid (which payment may be made by deduction from the funded amount of 2018 Incremental Term Loans) to each Incremental Term Loan Lender party to this Agreement that funds Incremental Term Loans on the Second Amendment Effective Date, as fee compensation for the funding of such Incremental Term Loan Lender’s 2018 Incremental Term Loan, a funding fee in an amount equal to 0.50% of the stated principal amount of such Incremental Term Loan Lender’s 2018 Incremental Term Loans;
(d) The Borrowers shall have paid to each existing Lender that is party to this Amendment as a consenting Lender and has submitted its executed signature page hereto to the Administrative Agent no later than 4:00 p.m. (New York City time) on March 28, 2018, a consent fee equal to 0.25% of such existing Lender’s outstanding Term Loans (for the avoidance of doubt, exclusive of 2018 Incremental Term Loans) and Revolving Credit Loan Modification Offer Arrangers Commitments on the Second Amendment Effective Date;
(e) The Borrowers shall have obtained the required consents (the “Second Lien Limited Consent”) to allow the Dividend Payment from the lenders party to the Second Lien Credit and Guaranty Agreement, dated as of August 28, 2017 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Second Lien Credit Agreement”), by and among Holdings, the Borrowers, LLC Subsidiary, certain Subsidiaries of Holdings party thereto, as Guarantors, the lenders party thereto from time to time, the Administrative Agent and the Collateral Agent, and the Second Lien Limited Consent shall have become effective in accordance with its terms;
(f) all of the representations and warranties contained herein and in Section 4 of the Credit Agreement and in each other Credit Document (in each case, as amended by this Amendment) shall be true and correct in all material respects both immediately before and after giving effect to this Amendment (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) on and as of the Second Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall have been true and correct in all respects) on and as of such earlier date;
(g) both immediately before and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing;
(h) the Administrative Agent shall have received the following, each a customary written opinion of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLPDay, New York special U.S. counsel to for the Loan Credit Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (Dii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇and Calder, special Cayman Islands counsel for the Credit Parties, (iii) AKD, special Luxembourg counsel to Intermediate Parent for the Credit Parties, (iv) Loyens & Loeff, special Netherlands counsel for the Administrative Agent and TDS Intermediate Parent(v) White & Case LLP, special Hong Kong counsel for the Administrative Agent, in each case in form and substance reasonably satisfactory addressed to the Revolving Credit Administrative Agent, the Collateral Agent and the Lenders (including the Incremental Term Loan Modification Offer Arrangers; andLenders), and dated the Second Amendment Effective Date;
(iiii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from a Funding Notice in accordance with Section 2.25(c)(iii) of the BorrowerCredit Agreement; provided that, notwithstanding anything to the contrary in Same Day FundsSection 2.25(c)(iii) or any other provision of any Credit Document, for the account of each Accepting Revolving Credit Lender Borrower Representative shall be allowed to deliver such Funding Notice by 1:00 p.m. (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee ) at least two Business Days in an aggregate amount equal to 3.00% advance of the aggregate principal amount proposed Credit Date (or such later date or time as is otherwise agreed by the Administrative Agent);
(j) the Administrative Agent shall have received a Conversion/Continuation Notice pursuant to Section 2.9 of the Revolving Credit Commitments (whether used or unused) Agreement for all outstanding borrowings of initial Term Loans for Interest Periods as selected in such Lender Conversion/Continuation Notice that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans begins on the Revolving Second Amendment Effective Date (the “Existing Term Loans Notice”); it being agreed that the Borrowers shall be permitted to select an Interest Period ending on June 29, 2018, pursuant to such Existing Term Loans Notice; and
(k) all reasonable and documented expenses and other compensation payable to the Incremental Term Loan Lead Arranger and the Administrative Agent, pursuant to Section 10.2 of the Credit Loan Modification Agreement or otherwise, shall have been paid (or netted from the proceeds of the 2018 Incremental Term Loans to the extent agreed by the parties hereto) to the extent earned, due and owing and otherwise reimbursable pursuant to the terms thereof and, in the case of expenses, invoiced at least two Business Days prior to the Second Amendment Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.), First Lien Credit and Guaranty Agreement (Corsair Gaming, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the first date on which each of the following conditions precedent set forth in this Section 8 is satisfied or waived (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received (and by its execution and delivery hereof hereby confirms that it has received) duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the BorrowerAmendment from each Loan Party, the Administrative Agent, and the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction Lenders as of the other conditions to effectiveness set forth in this Section 4)date hereof.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received duly executed joinders and/or supplements to the followingSecurity Agreement, each other applicable Collateral Document and the Intercreditor Agreements from the New Borrower, the Existing Borrower, the Existing GP, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specifiedthe Brix Entities and each Subsidiary that guarantees the First Lien Facility, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Required Lenders; provided, that for the avoidance of doubt, such joinders and/or supplements shall cause (x) all guarantors guaranteeing the obligations under the First Lien Facility to guarantee the obligations under the Credit Loan Modification Offer Arrangers;Agreement, and (y) any assets securing the obligations under the First Lien Facility to also secure the obligations under the Credit Agreement.
(c) (i) The IPO shall have been consummated and the net proceeds thereof shall have been contributed to the New Borrower and (ii) favorable legal opinions the net proceeds of such IPO shall exceed $75,000,000.
(d) The Reorganization Transactions shall have been, or shall substantially concurrently be, duly completed in accordance with the Master Reorganization Agreement filed as Exhibit 4.5 to the registration statement of Vine Energy Inc. filed with the U.S. Securities and Exchange Commission, Registration No. 333-253366, and each of the Existing GP and each of the Brix Entities shall have become, or shall substantially concurrently become (i) a direct or indirect Domestic Subsidiary of the New Borrower and (ii) not an Excluded Subsidiary.
(e) All amounts required to be paid to the Administrative Agent or any Lender by the Existing Borrower, including costs and expense payable pursuant to Section 10.04 of the Credit Agreement, shall have been paid.
(f) The Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the Lenders, a written opinion from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdingsbe dated the Effective Date, (Cy) Hassansaddressed to the Administrative Agent, Gibraltar counsel to Intermediate Parent the Collateral Agent and the Lenders and (Dz) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance customary for amendments of this type and in any case reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofRequired Lenders.
(dg) The Administrative Agent shall have received payment from a copy of the certificate or articles of incorporation or certificate of formation, including all amendments thereto, of the New Borrower, the Existing Borrower, the Existing GP, each of the Brix Entities and other Loan Party as of the Effective Date that was not a Loan Party prior to the Effective Date, in Same Day Fundseach case, for certified as of a recent date by the account Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each Accepting Revolving Credit Lender such Person as of a recent date from such Secretary of State (or other than any Defaulting Lendersimilar official);
(h) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each of the New Borrower, the Existing GP, and each of the Brix Entities, dated the Effective Date and certifying:
(i) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, attached thereto is a true and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% complete copy of the aggregate principal amount of the Revolving Credit Commitments bylaws (whether used or unusedlimited liability company agreement or other equivalent governing documents) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans Person as in effect on the Revolving Credit Effective Date and at all times since a date prior to the date of the resolutions described in clause (ii) below;
(ii) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or managing member or equivalent) of such Person authorizing the execution, delivery and performance of this Amendment or any other Loan Modification Document to which such Person is or deemed to be a party to as a result of this Amendment, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Effective Date;
(iii) that the certificate or articles of incorporation or certificate of formation of such Person has not been amended since the date of the last amendment thereto disclosed pursuant to subclause (g) above;
(iv) as to the incumbency and specimen signature of each officer executing this Amendment, any Loan Document or any other document delivered in connection herewith on behalf of such Person, and
(v) a certificate of a director or an officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to subclause (h) above.
(i) The Administrative Agent shall have received copies of UCC financing statements reasonably satisfactory to it with respect to the New Borrower, the Existing GP, each of the Brix Entities and each other Loan Party as of the Effective Date that was not a Loan Party prior to the Effective Date, to be filed on the Effective Date.
(ej) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received at least three (3) Business Days prior to the Effective Date all other fees documentation and other amounts due information required by regulatory authorities under applicable “know your customer” and payable anti-money laundering rules and regulations, including, the Patriot Act, that has been requested by the Administrative Agent in writing at least five (5) Business Days prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(fk) Each Loan Party The Administrative Agent shall have entered into a written instrument in form received an officer’s certificate stating that this Amendment and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers supplements and/or joinders delivered pursuant to which it confirms that it consents to this Agreement Section 8(b) preserve the enforceability of the Credit Agreement, the Guarantee and reaffirms that the Collateral Documents to which it is party will continue to apply in respect and the perfection of the Restated Credit Agreement and Liens under the Obligations of such Loan Party hereunder and thereunderCollateral Documents.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Second Lien Credit Agreement (Vine Energy Inc.), Second Lien Credit Agreement (Vine Energy Inc.)
Effectiveness. This Agreement shall become effective on and as Upon satisfaction of the date on which each conditions set forth in clause (b) above or in the case of a substitution of a Non-Funding Lender as described in the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
last sentence of clause (a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrowerabove, the Administrative AgentAgent shall record such substitution or payment in the Register, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
whereupon (i) in the case of any payment in full, such documents Affected Lender’s Commitments shall be terminated and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from in the case of any substitution, (A) Skaddenthe Affected Lender shall sell and be relieved of, Arpsand the Substitute Lender shall purchase and assume, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to all rights and claims of such Affected Lender under the Loan PartiesDocuments, except that the Affected Lender shall retain such rights expressly providing that they survive the repayment of the Obligations and the termination of the Commitments, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, the Substitute Lender shall become a “Lender” hereunder having a Commitment in the amount of such Affected Lender’s Commitment and (C) Hassans, Gibraltar counsel to Intermediate Parent the Affected Lender shall execute and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory deliver to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent an Assignment to evidence such substitution; and
provided, however, that the failure of any Affected Lender to execute any such Assignment shall not render such sale and purchase (iiior the corresponding assignment) invalid. Each Lender agrees that if the Borrower Representative or the Administrative Agent exercises its option hereunder to cause an assignment by such Lender as an Affected Lender, such Lender shall, promptly after receipt of written notice of such election, execute and deliver all documentation necessary to effectuate such assignment in accordance with Section 11.2. In the event that a certificate from a Responsible Officer Lender does not comply with the requirements of the Borrower dated immediately preceding sentence within one Business Day after receipt of such notice, each Lender hereby authorizes and directs the Revolving Credit Loan Modification Effective DateAdministrative Agent to execute and deliver, certifying on behalf of such Lender as assignor, any assignment agreement or other documentation as may be required to give effect to an assignment in accordance with Section 11.2 on behalf of an Affected Lender and any such documentation so executed by the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, be effective for the account purposes of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers documenting an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers assignment pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderSection 11.2.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Rush Enterprises Inc \Tx\), Credit Agreement (Rush Enterprises Inc \Tx\)
Effectiveness. This Framework Agreement prepared by BAT in accordance with the relevant terms of the Regulation and signed by the parties hereto shall become effective upon its approval by the Board. This Framework Agreement consists of fifteen articles and two annexes. Annexes: Application Form and Letter of Undertaking Panel of Referees Title of the Creditor Institution Our Company is in a financial distress, and believes that it will be able to continue its economic activities in an effective manner if a Financial Restructuring (FR) to be formed by the Creditor Institutions is applied on it. Now and therefore, we are hereby requesting your Creditor Institution to lead the creation of a consortium for this purpose with the participation of the Creditor Institutions and if deemed necessary and if accepted by them, with the participation of some other or all other creditor persons and entities as well. Please find attached to this letter of request a list of all assets covering all and any movable and immovable assets belonging to our Company and our shareholders, subsidiaries and sureties, either local or foreign, whose share capital together with a list of all kinds of encumbrances – mortgages, attachments, pledges, commercial enterprise/movables pledges, rights of redemption and usufruct, etc. – imposed on the said assets, and a breakdown of our debts with reference also to their creditors and amounts, and sureties, bills of guarantee, acceptances and all kinds of other sureties (checks and promissory notes) and other commitments given by our Company in connection therewith. We hereby give our consent to conduct of a feasibility study by you in order to assess and evaluate whether our Company can again become solvent so as to repay its outstanding debts if and when its debts are taken into the scope of Financial Restructuring. We hereby undertake to transmit the information of having submitted to you this Application Form and Letter of Undertaking, on the date that this Application Form and Letter of Undertaking is submitted to you, to all attached Foreign Credit Institutions and International Institutions that we are indebted to; and to provide continuous information (in advance to the extent applicable, and in relation to our FR process including but not limited to matters of feasibility, negotiations, signing of FRC and establishment of additional collaterals) to said institutions. We hereby represent and warrant that there is no adjudication of bankruptcy as of the date of this application about our Company and our shareholders. Starting from the date of this request of us, we, the undersigned, hereby declare, agree and undertake in advance that:
I. we are going to disclose and provide all kinds of information and documents which may be requested by you, accurately and on which each time;
II. Subject to Article IX paragraph three of the following conditions precedent is satisfied (Framework Agreement, beyond your knowledge and without your prior consent:
1. we shall not utilize any facilities from any new banks/financial institutions or from any real person or legal entity,
2. we shall not create any new legal restriction in our own initiative with respect to our assets,
3. We shall not allow loss of any of our movable or immovable assets, and the associated rights, interests and receivables, including our industrial and intellectual property rights, included in the assets of our Company, our shareholder and its sureties, through any legal actions such dateas transfer and sale, donation, etc., and we shall not permit imposition of any restriction thereon through the “Revolving Credit Loan Modification Effective Date”):use of pledge, mortgage or other rights in kind in connection therewith;
(a) The Revolving Credit Loan Modification Offer Arrangers 4. we shall have executed not take any actions, including any restrictions in favor of third parties, with respect to any of our industrial and intellectual property rights, including, trademark, patent, license, know-how, etc.,
5. we shall not stand as a counterpart hereof surety or guarantor in favor of any person, and shall have received duly executed counterparts not issue any legal instruments, and shall not engage in any action which may burden our Company/Companies with debts, other than checks, promissory notes and drafts that may be drawn or issued solely for a real documentable and provable purchase and only within the ordinary fields and lines of this Agreement thatbusiness of our Company/Companies,
6. We shall not enter into any application or regulation which may create a privilege, when taken togetherdiscrimination or differentiation among our existing creditors in the initiative of our Company; and
7. we shall not lease, bear the signatures or promise to sell, or grant any rights in kind, such as rights of Holdingsredemption and usufruct, Intermediate Parenton, TDS Intermediate Parentor otherwise dispose of, the Borrowerany of our movable or immovable assets, the Administrative Agentincluding our trademark, the Collateral Agentpatent and similar other industrial and intellectual property rights,
8. we shall not transfer, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals assign or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby release any pledges and any other legal matters personal or real rights established on, or any acts of assignment committed on, movable or immovable assets, and associated rights and receivables belonging to third parties in favor of our Company/Companies, shareholders and sureties, and we shall not waive any of our rights of claim for debts owed to us, or accept to enter into any settlement agreement in an amount below our claims relating thereto, or waive any execution proceedings and lawsuits commenced by us, or accept or admit any claims which may cause diminishment of our assets, also including the pending lawsuits filed against us,
9. We are not going to file any application for an adjudication of bankruptcy, a suspension of bankruptcy and/or a concordat against our Company and its shareholders and its sureties;
10. We will provide you with information relating to each Loan Partyour debts and assets in the scope of financial restructurings or other similar transactions carried out in relation to our debts owing to Foreign Credit Institutions or International Institutions, who did not sign the Framework Agreement or the ones extended by such institutions and organizations and Creditor Institutions together,
11. We hereby explicitly consent to disclosure / transfer / process of all and any information such as customer secrets, trade secrets and personal data belonging to our Company and its shareholders and its sureties, and all and any information regarding our process of Financial Restructuring, also including the information and documents provided by us to yourselves, by your Bank/Company or by other Creditor Institutions, to the Creditor Institutions, the Loan Documents Banks Association of Turkey, the Panel of Referees, the Foreign Credit Institutions and International Institutions or other persons or entities that may be deemed fit and appropriate by the transactions contemplated herebyrelevant institutions, for the purpose of implementation of Financial Restructuring or for information sharing purposes, and we have already obtained all in form and substance reasonably satisfactory to of the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions required consents from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangerssaid persons or entities with regard thereto; and
(iii) a certificate 12. Upon your demand, we shall permit all and any types of audits to be conducted on all our records by the assigned persons or entities and all and any kinds of expertise surveys on our assets and properties, and we shall pay the fees or charges thereof.
13. we shall waive from a Responsible Officer all kinds of legal actions and proceedings brought forward and all kinds of objections and pleas submitted against the Creditor Institutions within no later than 15 days after the signature of the Borrower dated FRC, if signed.
14. we have read and have a good grasp of all provisions of the Revolving Credit Loan Modification Effective DateFramework Agreement on Financial Restructuring approved with the Decision of the Banking Regulation and Supervision Board, certifying numbered. …….., dated
15. the address designated below is our communication address, and all and any notices and correspondences to be sent to this address shall be valid for all parties hereto, and we will promptly inform you about any change of address, and even if we fail to notify, in case of detection of a legal change of address, all and any notices and correspondences delivered to our valid address shall be deemed to have been duly served to us hereunder. We, as Company, acting as and in the capacity of Debtor in this letter of application, hereby authorize your Corporation and the Creditor Institutions, being a party to the accuracy Framework Agreement, to contact and communicate with the banks and financial institutions as and when needed within the frame of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012our Company’s financial restructuring request covered hereby, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all negotiate with other fees and other amounts due and payable to them Creditor Institutions in connection with this financial restructuring. Within the frame of this application of our Company for financial restructuring, the Creditor Institutions may negotiate and contact each other on any issues covered by this application, and may negotiate and share as and to the extent required in writing or verbally with other Creditor Institutions and with other persons or entities permitted by the Framework Agreement and invoiced before with technical and financial advisors about all and any commercial and legal terms and conditions on any issues covered by this application of our Company for financial restructuring. Accordingly, your Corporation is hereby authorized to conduct the Revolving Credit Loan Modification Effective Datefinancial restructuring negotiations jointly and in coordination with other Creditor Institutions. This authorization cannot be construed so as to impose any liability on your Corporation or on other Creditor Institutions towards our Company, including reimbursement or payment any obligation to accept our application for financial restructuring. We hereby agree and undertake that; if and to the extent any of the information and documents attached hereto do not reflect the truth, or any of the requested information is not given, or we breach any of our obligations, the Financial Restructuring will not be applied, and we will be personally liable for all kinds of losses and damages to be incurred by the Creditor Institutions who have signed the Framework Agreement due to aforesaid breaches. This commitment is valid until the time all debts are settled and the Contract is terminated. You are hereby kindly requested to accept our application and take necessary actions in connection therewith. Kind Regards, Companies / Sureties Signature/Signatures Address: With respect to all and any real persons or legal entities included in our Risk Group and to our sureties:
1. Actions (short, mid-term and long-term) contemplated to be taken and business plans contemplated to be implemented, other than the restructuring of debts,
2. Balance sheets and profit and loss statements of the last three years, certified by the tax office,
3. Breakdown of all reasonable documented outcash debts and non-of-pocket expenses cash risks (including reasonable feessureties, disbursements bills of guarantee and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form acceptances, cheques and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000promissory notes, and all other sureties) by creditors (including Other Creditors) thereof,
4. Breakdown of all movable and immovable assets (list of all movable assets, securities, immovable assets and encumbrances thereon),
5. Breakdown of all real properties, located in inland or abroad, which were transferred during the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with last 2 years,
6. Breakdown of all kinds of pending lawsuits and proceedings filed by and against them,
7. As of the requirements set forth in the definition date of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementapplication; shareholding structure.
8. TAKBİS (Land Registry and Cadaster Information System) letters of consent.
Appears in 2 contracts
Sources: Framework Agreement on Financial Restructuring, Framework Agreement on Financial Restructuring
Effectiveness. This Agreement Amendment shall become be effective on and as of the date on which each first written above upon receipt by the Operations Agent of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):following:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received this Amendment, duly executed counterparts and delivered by each of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Banks and the Operations Agent and the Third Amended and Restated Security Agreement between the Borrower and the Operations Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, duly executed and delivered by each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Borrower and the Operations Agent;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed as to extend their Revolving Credit Commitments the incumbency of, and Revolving Credit Loans bearing manual specimen signatures of, the officers and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer other representatives of the signing Borrower who are authorized to execute and take actions under this Amendment and the Loan Party:
Documents on behalf of the Borrower (or a certification that no changes have been made to the certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 27, 2022 (the “Eighth Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 27, 2022 pursuant to Section 4(b) of the Amendment Agreement No. 8 dated as of October 27, 2022 (the “Eighth Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Charter Documents of the Borrower (or a certification that no changes have been made to the organization, existence and good standing of each Loan Party, Charter Documents delivered to the authorization Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the transactions contemplated hereby and any other legal matters relating to each Loan PartyCredit Agreement), (ii) the Loan Documents or written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, all (iii) the current Prospectus of the Borrower as then in form and substance reasonably satisfactory effect (or a certification that no changes have been made to the Revolving Prospectus delivered to the Operations Agent by the Borrower on October 27, 2022 pursuant to Section 4(b) of the Eighth Amendment and attached as Exhibit A to the Eighth Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Loan Modification Offer ArrangersAgreement), and (v) the custodian agreement of the Borrower currently in effect (or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement);
(c) receipt by the Operations Agent of (i) a copy of the certificate of trust of the Trust, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; and (ii) favorable a legal opinions from existence and good standing certificate for the Trust issued by the Secretary of State of the State of Delaware, dated as of a recent date;
(Ad) Skaddena non-refundable upfront fee, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel payable in cash to the Loan PartiesOperations Agent for the respective accounts of the Banks, of five (B5) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to basis points on the Revolving Credit Loan Modification Offer ArrangersAggregate Commitment Amount; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Operations Agent pursuant to the terms of the Loan Modification Effective DateDocuments, including reimbursement or payment any fee letter. In addition, the parties hereto hereby agree that on the effective date of this Amendment, the Banks shall make all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with such necessary reallocations so that upon the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect occurrence of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower effective date all outstanding Loans shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans be held in accordance with the requirements applicable Commitment Percentages set forth on Schedule 1 (as in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementeffect after giving effect to this Amendment).
Appears in 2 contracts
Sources: Amendment Agreement (Baron Select Funds), Amendment Agreement (Baron Select Funds)
Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page Amendment shall be irrevocable subject only deemed effective upon the due execution and delivery to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments Collateral Agent and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountLenders, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersCollateral Agent and each Lender, of such documents, and completion of such other matters, as Collateral Agent and each Lender may reasonably deem necessary or appropriate, including, without limitation:
a) this Amendment, executed by Borrower, Collateral Agent and each Lender;
b) a warrant to purchase stock, executed by Borrower;
c) secured promissory notes, executed by Borrower;
d) a Corporate Borrowing Certificate by Borrower dated as of the First Amendment Effective Date;
e) a Perfection Certificate for Borrower dated as of the First Amendment Effective Date;
f) the Operating Documents and good standing certificates of Borrower and its Subsidiaries certified by the Secretary of State (iior equivalent agency) favorable legal opinions from of Borrower’s and such Subsidiaries’ jurisdiction of organization or formation and each jurisdiction in which Borrower and each Subsidiary is qualified to conduct business, each as of a date no earlier than thirty (A30) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel days prior to the Loan PartiesFirst Amendment Effective Date;
g) certified copies of financing statement searches, as Collateral Agent shall request, accompanied by written evidence (Bincluding any UCC termination statements) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (Cthat the Liens indicated in any such financing statements either constitute Permitted Liens or have been terminated or released;
h) Hassans, Gibraltar counsel to Intermediate Parent and (Da Disbursement Letter executed by Borrower;
i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory payment of a fee with respect to the Revolving Credit Original Oxford Term Loan Modification Offer Arrangersin an amount equal to Five Hundred Forty Two Thousand Five Hundred Dollars ($542,500), which for the avoidance of doubt, is in addition to and not a substitution for the Final Payment to be paid with respect to the Term Loans (including the Original Oxford Term Loan) in accordance with Section 2.5(c) of the Loan Agreement; and
(iiij) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or ’s payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges Lenders’ Expenses incurred through the date of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementthis Amendment.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Loan and Security Agreement (Inspire Medical Systems, Inc.), Loan and Security Agreement (Inspire Medical Systems, Inc.)
Effectiveness. This Agreement The amendments described in Section 1 above shall become effective on and as of upon the date on which (the “Effective Date”) that each of the following conditions precedent is has been satisfied (such date, in a manner satisfactory in form and substance to the “Revolving Credit Loan Modification Effective Date”Required Holder(s):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(bRequired Holder(s) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyfollowing documents:
(i) such documents and certificates as a counterpart of this letter agreement duly executed by the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersCompany;
(ii) favorable legal opinions from (A) Skaddencertified copies of the SPV Credit Agreement and each other SPV Credit Document to be executed on the Effective Date each duly executed by the parties thereto and all agreements, Arpsinstruments and other documents executed in connection therewith or delivered pursuant thereto, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the SPV Credit Agreement and the other SPV Credit Documents shall have been satisfied and the Company shall have applied the proceeds thereof that are funded on the Effective Date in accordance with the terms of the SPV Credit Agreement;
(iii) certified copies of the Second Amended and Restated Credit Agreement duly executed by the parties thereto and all agreements, instruments and other documents executed in connection therewith or delivered pursuant thereto, in form and substance satisfactory to the Required Holder(s), and all conditions precedent to the effectiveness of the Second Amended and Restated Credit Agreement shall have been satisfied;
(iv) a counterpart of the Third Amended and Restated Security Agreement duly executed by the Company and the Subordinated Collateral Agent;
(v) counterparts of the Intercreditor Agreement duly executed by all parties thereto;
(vi) counterparts of the Amended and Restated Receivables Intercreditor Agreement duly executed by all parties thereto;
(vii) a legal opinion of the Company’s counsel, in form and substance satisfactory to the Required Holder(s);
(viii) a Secretary’s Certificate of the Company certifying, among other things (1) as to the name, titles and true signatures of the officers of the Company authorized to sign this letter agreement and the other documents to be delivered in connection with this letter agreement, (2) that attached thereto is a true, accurate and complete copy of the certificate of incorporation or other formation document of the Company, certified by the Secretary of State of the state of organization of the Company as of a recent date, (3) that attached thereto is a true, accurate and complete copy of the by-laws, operating agreement or other organizational document of the Company, (4) that attached thereto is a true, accurate and complete copy of the resolutions of the board of directors or other managing body of the Company, duly adopted at a meeting or by unanimous written consent of such board of directors or other managing body, authorizing the execution, delivery and performance of this letter agreement and the other documents to be delivered by the Company in connection with this letter agreement, and that such resolutions have not been amended, modified, revoked or rescinded, are in full force and effect and are the only resolutions of the shareholders, partners or members of the Company or of such board of directors or other managing body or any committee thereof relating to the subject matter thereof; and
(ix) a certificate of good standing for the Company from the Secretary of State of the state of organization of the Company dated as of a recent date;
(b) each Purchaser shall have received a PDF of an executed Subordinated Note with an original to follow, evidencing in a principal amount equal to the principal amount of Subordinated Notes held by it on the Fourth Amendment Effective Date;
(c) all corporate and other proceedings in connection with the transactions contemplated by this letter agreement shall be reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iiiRequired Holder(s) a certificate from a Responsible Officer and its counsel, and the Required Holder(s) shall have received all such counterpart originals or certified or other copies of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying such documents as to the accuracy of the representations and warranties set forth in Section 3 hereof.they may reasonably request;
(d) The Administrative Agent shall the Purchasers have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, all costs and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% expenses of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses Purchasers (including reasonable fees, fees and disbursements and other charges of counsel) required special counsel to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.the
Appears in 2 contracts
Sources: Securities Purchase Agreement (Bluestem Brands, Inc.), Securities Purchase Agreement (Bluestem Brands, Inc.)
Effectiveness. (a) This Agreement shall become effective on and as of the date (the "Restatement Effective Date") on which (i) each Credit Party, each Agent and each of the following conditions precedent is satisfied Banks (such dateincluding each Continuing Bank and each New Bank) and the Required Banks (under, and as determined in, the “Revolving Existing Credit Loan Modification Agreement and determined immediately before the occurrence of the Restatement Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed signed a counterpart hereof (whether the same or different counterparts) and shall have received duly executed counterparts of this Agreement that, when taken together, bear delivered the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, same to the Administrative AgentAgent at its Notice Office or, in the Collateral Agentcase of the Banks, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only have given to the satisfaction of Administrative Agent telephonic (confirmed in writing), written, telecopy or telex notice (actually received) at such office that the other same has been signed and mailed to it and (ii) the conditions to effectiveness set forth in this Section 4)Article 4A hereof are satisfied.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments On the Restatement Effective Date, each New Bank and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Continuing Bank shall have received delivered to the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Administrative Agent for the account of the signing Loan Party:
Borrower an amount equal to (i) such documents and certificates as in the case of each New Bank, the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Loans to be made by such New Bank on the organization, existence Restatement Effective Date and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skaddenin the case of each Continuing Bank, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel the amount by which the principal amount of Revolving Loans to be made and/or converted by such Continuing Bank on the Restatement Effective Date exceeds the amount of the Existing Revolving Loans of such Continuing Bank outstanding on the Restatement Effective Date. Notwithstanding anything to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentcontrary contained in this Section 11.10(b), in each case in form and substance reasonably satisfactory to satisfying the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of foregoing condition, unless the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than been notified by any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or Bank prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% the occurrence of the aggregate principal amount of Restatement Effective Date that such Bank does not intend to make available to the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the such Bank's Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) Loans required to be reimbursed or paid made by any Loan Party it on such date, then the Administrative Agent may, in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory reliance on such assumption, make available to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that Borrower the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans corresponding amounts in accordance with the requirements set forth provisions of Section 1.04 of this Agreement, and the making available by the Administrative Agent of such amounts shall satisfy the condition contained in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementthis Section 11.10(b).
Appears in 2 contracts
Sources: Credit Agreement (Northwest Airlines Corp), Credit Agreement (Northwest Airlines Corp)
Effectiveness. This Agreement Amendment shall become effective as of the date hereof, and the Credit Agreement shall be amended and restated as provided herein as of such effective date, upon the satisfaction of the following conditions precedent:
(a) the Borrowers, the Agent, and the Lenders whose consent is required to effect the amendments contemplated hereby shall have delivered duly and validly executed originals of this Amendment to the Agent (or its counsel);
(b) the Agent (or its counsel) shall have received such additional documentation, including but not limited to officer's certificates, resolutions, good standing certificates, incumbency certificates and opinions of counsel each in form and substance reasonably acceptable to the Agent and, where applicable, duly executed and delivered by a duly authorized officer of each applicable Loan Party;
(c) the representations and warranties in this Amendment shall be true and correct in all material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be true and correct in all respects) on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Amendment and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangersafter giving effect hereto;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent on the effective date hereof, the Borrowers shall have received payment from prepay any Revolving Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.4 of the BorrowerCredit Agreement) to the extent necessary to keep outstanding Revolving Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date (giving effect to the Commitment Increase);
(e) giving effect to the Commitment Increase and the Commitment Maturity Date extensions effectuated hereby, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments having a Commitment Maturity Date of June 6, 2016, shall be at least $450,000,000; and
(whether used f) the Agent shall have received, or unusedshall concurrently receive (i) for the account of such each Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans whose Commitment has a Commitment Maturity Date of June 6, 2016 (giving effect hereto), an upfront fee in an amount previously agreed on the Revolving Credit Loan Modification Effective Date.
aggregate principal amount such Lender's final allocated Commitment, (eii) The Administrative Agent such other fees as may be mutually agreed between the Lead Arranger and the Revolving Credit Loan Modification Offer Arrangers shall have received Parent, and (iii) for the account of the applicable Person, payment of all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective DateAmendment, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant extent invoiced at least two Business Days prior to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereundereffective date hereof.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Cameron International Corp), Credit Agreement (Cameron International Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each first above written upon the Seller’s fulfillment of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyprecedent:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) 3.1 The Administrative Agent shall have received payment from (or be satisfied that it will receive by such deadline as the BorrowerAdministrative Agent shall specify) the following, all of which must be satisfactory in Same Day Fundsform and content to the Administrative Agent:
(a) this Amendment, for duly executed by the account Seller, the Required Buyers, and the Administrative Agent;
(b) an amended and restated Fee Letter, duly executed by the Seller and the Administrative Agent; and
(c) a certificate of each Accepting Revolving Credit Lender the General Partner’s corporate secretary or assistant secretary or other authorized officer dated as of the date hereof as to (i) the incumbency of the officers of the Seller executing this Amendment and all other than any Defaulting LenderRepurchase Documents executed or to be executed by or on behalf of the Seller, (ii) the authenticity of their signatures, and specimens of their signatures shall be included in such certificate or set forth on an exhibit attached to it (the Administrative Agent, the Buyers and the Custodian shall be entitled to rely on that delivers an executed counterpart signature page certificate until the Seller has furnished a new certificate to the Administrative Agent), (iii) resolutions of the General Partner’s board of directors, authorizing the execution, delivery and performance by the Seller of this Amendment and all other Repurchase Documents to be delivered by the Seller pursuant to this Agreement at or prior to 5.00 p.m.Amendment and (iv) copies of the Seller’s (1) limited partnership agreement, New York City time(2) certificate of limited partnership issued by the state of Texas, on May 1, 2012(3) articles of incorporation certified by the Secretary of State of the State of the General Partner, and agrees (4) bylaws and all amendments, or certification that there have been no changes to convert Revolving Credit Commitments such documents since a true and Revolving Credit Loans into 2015 Revolving Credit Commitments correct copy thereof was delivered to the Administrative Agent and 2015 Revolving Credit Loans an extension fee that such documents are in an aggregate amount equal full force and effect.
3.2 Payment to 3.00% the Administrative Agent or the Custodian, as applicable, of all fees and expenses (including the disbursements and reasonable fees of the aggregate principal amount Administrative Agent’s attorneys) of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees Buyers payable by Seller pursuant to Section 9 of the Repurchase Agreement accrued and other amounts due billed for to the date of the Seller’s execution and payable to them in connection with delivery of this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/)
Effectiveness. (a) This Agreement Amendment shall become effective on and as of the first date (the “Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):have been satisfied:
(ai) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement hereof that, when taken together, bear the signatures of Holdings(A) the Borrowers, Intermediate Parent(B) the Required Lenders, TDS Intermediate Parent(C) each Converting Term Lender, (D) each Additional Term Lender, (E) the BorrowerCollateral Agent and (F) the Administrative Agent.
(ii) The conditions set forth in Section 3(c) hereof shall have been satisfied and the Company shall have made the payments required to be made pursuant to Section 3(e).
(iii) To the extent invoiced, the Administrative Agent, Agent shall have received payment or reimbursement of its reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall Administrative Agent required to be irrevocable subject only paid or reimbursed pursuant to the satisfaction Credit Agreement, including the reasonable fees, charges and disbursements of counsel for the other conditions Administrative Agent.
(iv) JPMorgan, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. shall have received payment of all fees and (to effectiveness set forth the extent invoiced) expense reimbursements owed to them by the Company on the Amendment Effective Date in connection with this Section 4)Amendment and the transactions contemplated hereby.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from notify the BorrowerBorrowers and the Lenders (including the Additional Term Lenders) of the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, this Amendment shall not become effective, and the obligations of the New Term Lenders to make and fund, or acquire by conversion, New Term Loans as provided for herein, will automatically terminate if each of the conditions set forth or referred to in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting LenderSections 3(c) that delivers an executed counterpart signature page to this Agreement and 4 hereof has not been satisfied at or prior to 5.00 5:00 p.m., New York City time, on May 1February 28, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date2007.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Sungard Data Systems Inc), Credit Agreement (SunGard Shareholder Systems LLC)
Effectiveness. This Agreement Amendment shall become effective on and as of the first date (the “Amendment Effective Date”) on which each of the following conditions precedent is has been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):or waived:
(a) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have executed received from each of the Borrower and the Lenders comprising the Required Lenders (or, in the case of the amendments to Section 9.02, all Lenders) a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).signed by such party;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby this Amendment and any other legal matters relating to each Loan Party, the Loan Documents Parties or the transactions contemplated herebyAmendment, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iic) favorable legal opinions from (A) Skaddenthe Administrative Agent shall have received a certificate, Arpsdated the Amendment Effective Date and signed on behalf of the Borrower by the President, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from Vice President or a Responsible Financial Officer of the Borrower dated the Revolving Credit Loan Modification Effective DateBorrower, certifying as to confirming the accuracy of the representations and warranties set forth in Section 3 hereof.;
(d) The the Administrative Agent (or its applicable Affiliate) shall have received payment from a consent fee (the Borrower, in Same Day Funds, “Consent Fee”) for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page consents to this Agreement at or prior Amendment by executing and delivering this Amendment to 5.00 the Administrative Agent appropriately completed on the earlier to occur of (i) 2:00 p.m., New York City time, on May 1the Amendment Effective Date and (ii) September 30, 20122014, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.000.15% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) sum of such Lender that are converted into 2015 Revolving Lender’s Commitment, and, without duplication, any outstanding Loans under the Credit Commitments Agreement, which Consent Fees shall be payable in immediately available funds, in dollars, and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.shall be non-refundable; and
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment Effective Date, including including, to the extent invoiced, payment or reimbursement or payment of all reasonable documented out-of-pocket fees and expenses (including reasonable fees, charges and disbursements and other charges of counsel) required to be paid or reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to Borrower under the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderor as otherwise agreed.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (Twitter, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each hereof (the “Amendment No. 5 Effective Date”), subject to the satisfaction (or waiver by the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders) of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):conditions:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Amendment shall have been executed and delivered by Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the other Credit Parties, the Administrative Agent, the Collateral Agent, the Revolving Credit Additional 2024 Term Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Amendment No. 5 Consenting Term Lender, each 2024 Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Issuing Bank;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, customary secretary’s or assistant secretary’s certificates for each of which shall be originals or facsimiles Credit Party (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
together with (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating applicable attachments or (ii) certifications that there have been no changes to the organizationapplicable attachments to the certificates delivered on the Closing Date or the Amendment No. 1 Effective Date, existence and good standing of as applicable), in each Loan Partycase, substantially similar to the authorization of the transactions contemplated hereby and any other legal matters relating secretary’s or assistant secretary’s certificates (amended as necessary to each Loan Party, the Loan Documents or reflect the transactions contemplated hereby) for such Credit Party that was delivered on the Closing Date or the Amendment No. 1 Effective Date, all as applicable, or otherwise in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iic) favorable legal opinions the Administrative Agent shall have received from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LimitedLLP, special Bermuda New York counsel to Holdingsthe Credit Parties, a customary opinion substantially similar to the opinion (Camended as necessary to reflect the transactions contemplated hereby) Hassansthat was delivered on the Closing Date or otherwise in form and substance reasonably satisfactory to the Administrative Agent;
(d) no Default or Event of Default has occurred and is continuing or will exist immediately after giving effect to this Amendment and the incurrence (or conversion, Gibraltar counsel as applicable) of the 2024 Term Loans and the 2024 Revolving Commitments;
(e) each of the representations and warranties made by any Credit Party set forth in Article 8 of the Amended Credit Agreement or in any other Credit Document shall be true and correct in all material respects (without duplication of any materiality standard set forth in any such representation or warranty) on and as of the Amendment No. 5 Effective Date with the same effect as though made on and as of such date, except to Intermediate Parent the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such date (Dwithout duplication of any materiality standard set forth in any such representation or warranty);
(f) all fees required to be paid by the Borrower on the Amendment No. 5 Effective Date as separately agreed with the Amendment No. 5 Lead Arrangers, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders and, to the extent invoiced at least three Business Days prior to the Amendment No. 5 Effective Date, all reasonable and documented out-of-pocket expenses required to be reimbursed by the Borrower to the Amendment No. 5 Lead Arrangers, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender the 2024 Revolving Lenders and the Administrative Agent (including the reasonable and documented out-of-pocket fees of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent▇ LLP) shall have been paid, in each case to the extent due;
(g) the Administrative Agent shall have received, in form and substance reasonably satisfactory to it, the Revolving results of customary bring-down UCC, tax and judgment lien searches with respect to the Credit Loan Modification Offer Arrangers; andParties;
(iiih) the Administrative Agent shall have received good standing certificates (or equivalent evidence) and bring-down letters or facsimiles, if any, for the Credit Parties from their respective jurisdictions of organization;
(i) the Administrative Agent shall have received a Notice of Borrowing with respect to the 2024 Term Loans meeting the requirements of Section 2.03 of the Credit Agreement;
(j) on the Amendment No. 5 Effective Date, the Administrative Agent shall have received a solvency certificate from a Responsible Officer of the Borrower dated substantially in the Revolving Credit Loan Modification Effective Date, certifying as form of Exhibit I to the accuracy of the representations and warranties set forth in Section 3 hereof.Credit Agreement;
(di) The the Administrative Agent shall have received payment from a Notice of Loan Prepayment with respect to all Initial Term Loans that are not Converted Initial Term Loans and (ii) the Borrower shall have or shall, substantially concurrently with the incurrence of 2024 Term Loans, prepay the Initial Term Loans that are not Converted Initial Term Loans in full, together with all accrued and unpaid interest payable on such Initial Term Loans.
(l) on the Amendment No. 5 Effective Date, the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower certifying as to the satisfaction of the conditions in clauses (d) and (e) of this Section 4; and
(m) (x) the Credit Parties shall have provided or caused to be provided the documentation and other information to the Administrative Agent, the Amendment No. 5 Consenting Term Lenders, the Additional 2024 Term Loan Lender and the 2024 Revolving Lenders that are reasonably required by United States regulatory authorities under applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act, in each case, at least two Business Days prior to the Amendment No. 5 Effective Date and (y) if the Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230, the Administrative Agent, each Amendment No. 5 Consenting Term Lender, the Additional 2024 Term Loan Lender and each 2024 Revolving Lender that requests a Beneficial Ownership Certification will have received, at least two Business Days prior to the Amendment No. 5 Effective Date, a Beneficial Ownership Certification, consistent with the LSTA form beneficial ownership certification, in relation to the Borrower, in Same Day Funds, for each case of clauses (x) and (y) to the account of each Accepting Revolving extent that the Administrative Agent or such Lender shall have reasonably requested such items or information in writing and delivered to the Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement Parties at or least 10 Business Days prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.Amendment No. 5
Appears in 2 contracts
Sources: Credit Agreement (McGraw Hill, Inc.), Credit Agreement (McGraw Hill, Inc.)
Effectiveness. This Agreement Second Amendment shall become effective on and as of the first date (the “Second Amendment Closing Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received:
(i) duly executed and completed counterparts hereof that bears the signature of the Borrower,
(ii) a duly executed and completed counterpart hereof and shall have received duly executed counterparts that bears the signature of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender ; and
(iii) duly executed and each 2015 Alternative Currency Revolving Credit Lender (it being understood that completed counterparts hereof by each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments Each of Lenders who have agreed the representations and warranties made by the Borrower and each Guarantor in or pursuant to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans the Loan Documents, as amended hereby, shall be true and correct in all material respects (or if qualified by “material,” “material adverse effect” or similar language, in all respects) on and as of the Second Amendment Closing Date, except to the extent that any such representation or warranty is stated to relate to an aggregate amountearlier date in which case such representation and warranty will be true and correct in all material respects (or if qualified by “material,” “material adverse effect” or similar language, without duplication, in all respects) on and as of not less than $55,000,000such earlier date.
(c) The After giving effect to this Second Amendment, no Default or Event of Default under the Revolving Credit Loan Modification Offer Arrangers Agreement has occurred and is continuing.
(d) The Administrative Agent shall have received a certificate, dated the Second Amendment Closing Date and signed by the President, a Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (b) and (c) of this Section 4.
(e) The Administrative Agent shall have received from the Borrower a fee in an aggregate amount equal to $650,000, for the account of, and payable to, the consenting Lenders on a pro rata basis based on such Lender’s Tranche B Commitment (after giving effect to this Second Amendment and the reduction of Tranche B Commitments pursuant to clause (h) below to occur on the Second Amendment Closing Date).
(f) The Administrative Agent shall have received the following, each of which shall be originals or facsimiles customary favorable written opinions (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating addressed to the organization, existence Administrative Agent and good standing the Lenders and dated the Second Amendment Closing Date) of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, Luxembourg New York counsel for the Loan Parties, relating to the Loan Parties, this Second Amendment and any other matters as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to Intermediate deliver such opinion.
(g) All fees and expenses due to the Administrative Agent and the Lenders (including pursuant to Section 3 hereof) shall have been received.
(h) The Borrower shall have terminated the Tranche B Commitments in an amount equal to $30,000,000 on the Second Amendment Closing Date and made any repayments of Tranche B Revolving Loans required as a result thereof pursuant to Section 2.09(b) of the Revolving Credit Agreement.
(i) Parent shall have received no less than $225,000,000 in gross proceeds from the issuance of preferred equity interests of Parent on terms and TDS Intermediate Parent, in each case in form and substance conditions reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.
(dj) The Administrative Agent With respect to the Parent Notes, Parent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other exchanged or otherwise refinanced Parent Notes representing no less than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% $300,000,000 of the aggregate principal amount of the Revolving Credit Commitments (whether used Parent Notes, with such exchange notes or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans refinancing debt having a maturity date on the Revolving Credit Loan Modification Effective Date.
(e) or after October 30, 2020. The Administrative Agent shall notify the Borrower and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before Lenders of the Revolving Credit Loan Modification Effective Date, including reimbursement Second Amendment Closing Date upon the satisfaction or payment waiver of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000foregoing conditions, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementsuch notice will be conclusive and binding.
Appears in 2 contracts
Sources: Credit Agreement (Natural Resource Partners Lp), Second Amendment to Third Amended and Restated Credit Agreement
Effectiveness. This Agreement Amendment shall become effective on and as of the first date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Amendment Effective Date”):) on which:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, from the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Swingline Lender, each 2015 Dollar Revolving Credit Lender Issuing Bank and each 2015 Alternative Currency Revolving Credit Extending Lender (it being understood that each Lender’s delivery which Extending Lenders shall constitute at least the Required Lenders) either a counterpart of an executed signature page shall be irrevocable subject only this Amendment signed on behalf of such party or facsimile or other written confirmation satisfactory to the satisfaction Administrative Agent confirming that such party has signed a counterpart of the other conditions to effectiveness set forth in this Section 4).Amendment;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received all documents the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent may reasonably request relating to the organization, existence of the Borrower and good standing of each Loan Party, the corporate authority for and the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated herebythis Amendment, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iic) favorable legal opinions from (A) Skaddenthe Administrative Agent shall have received a certificate, Arpsdated the Amendment Effective Date, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) of a certificate from a Responsible Officer financial officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to confirming the accuracy of the representations and warranties set forth in Section 3 hereof.4 of this Amendment;
(d) The the Borrower shall have paid to the Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Extending Lender) that delivers an executed counterpart signature page , the fees required to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans be paid on the Revolving Credit Loan Modification Amendment Effective Date.Date pursuant to any fee letters separately agreed with the Amendment Arranger in connection with this Amendment; and
(e) The the Borrower shall have paid to (i) the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received Amendment Arranger, for their own accounts, all other reasonable and documented fees and other amounts due and payable disbursements of counsel required to them in connection with this be paid by it pursuant to Section 9.03 of the Credit Agreement and invoiced Section 6(c) hereof for which reasonably detailed invoices have been presented to the Borrower on or before the Revolving Credit Loan Modification date that is one day prior to the Amendment Effective Date and (ii) the Amendment Arranger, for its own account, all fees required to be paid by it on or before the Amendment Effective Date in the amounts heretofore mutually agreed. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to such notice shall be reimbursed or paid by any Loan Party in connection with the Agreementconclusive and binding.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Marathon Oil Corp), Credit Agreement (Marathon Oil Corp)
Effectiveness. (i) This Agreement Amendment shall become effective on and as of the first date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Extension Amendments Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers on which the below conditions shall have executed a counterpart hereof and been satisfied or waived:
1. the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement hereof that, when taken together, bear the authorized signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, each Subsidiary Guarantor and each Extending Lender (together, representing at least the Required Lenders);
2. the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and each Loan Party, other Obligor and the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Partythis Amendment, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent and its counsel;
3. the Administrative Agent shall have received a customary written opinion (iiaddressed to the Administrative Agent and the Lenders dated the Extension Amendments Effective Date) favorable legal opinions from (A) of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel for the Borrower (and the Borrower hereby instructs such counsel to deliver such opinion to the Loan PartiesLenders and the Administrative Agent);
4. the Administrative Agent shall have received a certificate from the Borrower, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) Administrative Agent, dated the Extension Amendments Effective Date and signed by the President, a certificate from Vice President or a Responsible Financial Officer of the Borrower dated Borrower, confirming that on and as of the Revolving Credit Loan Modification Extension Amendments Effective Date, certifying as to the accuracy of Date (x) the representations and warranties set forth in Section 3 hereof.Article III of the Extended Credit Agreement and in the other Loan Documents are true and correct in all material respects (except to the extent any such representation or warranty is itself qualified by materiality or reference to a Material Adverse Effect, in which case it is true and correct in all respects) on and as of the Extension Amendments Effective Date, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all material respects as of such earlier date and (y) as of the Extension Amendments Effective Date, no Default or Event of Default has occurred and is continuing; and
(d) The 5. the Administrative Agent shall have received payment from (i) all amounts invoiced to the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender Borrower that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable by it (to them in connection with this Agreement and invoiced before the Revolving extent required under the terms of the Credit Loan Modification Agreement) on the Extension Amendments Effective Date, including payment or reimbursement or payment of all reasonable documented out-of-pocket fees and expenses (including reasonable (x) pursuant to any fee letters executed and delivered by the Borrower and (y) fees, charges and disbursements and other charges of counsel) required to be paid or reimbursed or paid by any Loan Party the Borrower in connection with the AgreementAmendment and (ii) all accrued and unpaid interest on the outstanding Loans and, if applicable, accrued and unpaid commitment fees thereon, to and including the Extension Amendments Effective Date.
(fii) Each Loan Party The amendments and other modifications set forth in Section (A)(ii) shall become effective as of the first date (the “Reorganization Amendments Effective Date”) on which the below conditions shall have entered into been satisfied or waived:
1. If (and solely to the extent applicable) Reorganization Merger Sub (as defined in the Extended Credit Agreement) is the surviving entity of the Reorganization Merger (as defined in the Extended Credit Agreement), then the Administrative Agent (or its counsel) shall have received (i) a written instrument duly executed counterpart of Reorganization Merger Sub to a Borrower Assumption Agreement, dated as of the Reorganization Amendments Effective Date, (ii) such documents and certificates relating to the organization, existence and good standing of Reorganization Merger Sub and the authorization of the Borrower Assumption Agreement (as defined in the Extended Credit Agreement), in form and substance reasonably satisfactory substantially consistent with those documents and certificates (and the terms thereof and attachments thereto) provided with respect to the Revolving Credit Loan Modification Offer Arrangers Borrower pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect satisfaction of the Restated Credit Agreement condition in Section (E)(i)(2) above, and (iii) a customary written opinion (addressed to the Administrative Agent and the Obligations Lenders dated the Reorganization Amendments Effective Date) of counsel to Reorganization Merger Sub in form and substance substantially consistent with the opinion delivered pursuant to and in satisfaction of the condition in Section (E)(i)(3) above (and the Borrower hereby instructs such Loan Party hereunder counsel to deliver such opinion to the Lenders and thereunder.the Administrative Agent);
(g) The Borrower 2. the Reorganization Merger shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000been, and all or substantially concurrently with the Net Cash Proceeds thereof occurrence of the Reorganization Amendments Effective Date shall be, consummated; and
3. the Administrative Agent shall have been applied received, at least three Business Days prior to prepay Term Loans the Reorganization Amendments Effective Date, all documentation and other information reasonably requested in accordance with writing by the requirements set forth Administrative Agent about Reorganization Merger Sub at least ten Business Days in advance of the definition of Reorganization Amendments Effective Date, which documentation and other information is required by applicable regulatory authorities under applicable “Permitted Refinancing Indebtednessknow your customer” in and anti-money laundering rules and regulations, including the Existing Credit AgreementUSA PATRIOT Act.
Appears in 2 contracts
Sources: Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock Capital Investment Corp)
Effectiveness. This Agreement shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”or waived in accordance with Section 9.05):
(a) The Revolving Credit the Loan Modification Offer Arrangers Documents, including schedules, exhibits and other support documentation, shall be satisfactory to the Lenders and to the Administrative Agent and there shall have executed been delivered to the Administrative Agent a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Loan Documents executed by each party thereto;
(b) The 2015 Revolving Credit Commitments of the Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received reviewed, and be satisfied with, the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of final terms and conditions and the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request documentation relating to the organizationAcquisition, existence and good standing of each Loan Partyincluding, without limitation, the authorization of Acquisition Documents and the transactions contemplated hereby Refinancing and any amendments or other legal matters relating to each Loan Partymodifications thereto, and the Loan Documents or the transactions contemplated herebyownership, all in form corporate, legal, tax, management and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer capital structure of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as and its Subsidiaries (after giving effect to the accuracy Transactions). The Transactions shall be consummated concurrently with the initial funding of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth 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 definition form requested by the Administrative Agent and the Arranger;
(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 “Permitted Refinancing Indebtedness” 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 Lenders shall have received satisfactory legal opinions from counsel for the Borrower substantially in the Existing Credit Agreementform of Exhibit B-1 and Exhibit B-2; and
(j) all costs, fees, expenses (including, without limitation, reasonable legal fees and 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 Agreement shall not become effective or be binding on any party hereto unless all of the foregoing conditions are satisfied not later than October 18, 2001. The Administrative Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and such 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 Agreement Amendment shall become be effective on and as of the date on which each Amendment Effective Date upon satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received Receipt by the Administrative Agent of copies of this Amendment duly executed counterparts of this Agreement that, when taken together, bear by the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, Borrower and the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Required Lenders.
(b) The 2015 Revolving Receipt by the Administrative Agent of a certificate executed by a Financial Officer or an Authorized Officer of the Borrower on the date hereof stating that (i) the Borrower and each of its Subsidiaries are in compliance in all material respects with all existing material financial obligations and all material Requirements of Law, (ii) there does not exist any material order, decree, judgment, ruling or injunction or any material pending or threatened action, suit, investigation or proceeding against the Borrower or any of its Subsidiaries, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended June 30, 2022 and September 30, 2022, and (iii) (A) the Borrower is Solvent, (B) no Default or Event of Default exists, (C) all representations and warranties contained herein and in the other Credit Commitments Documents are true and correct in all material respects, and (D) since May 20, 2022, except as disclosed in the SEC Reports and the Quarterly Reports on Form 10-Q of Lenders who the Borrower for the Fiscal Quarters ended June 30, 2022 and September 30, 2022, there has been no development or event relating to or affecting the Borrower or any of its Subsidiaries that has had or could be reasonably expected to have agreed to extend their Revolving Credit Commitments a Material Adverse Effect and Revolving Credit Loans no Material Adverse Change has occurred in the facts and convert into 2015 Revolving Credit Commitments information regarding the Borrower and 2015 Revolving Credit Loans shall be its Subsidiaries as disclosed in an aggregate amountthe SEC Reports and the Quarterly Reports on Form 10-Q of the Borrower for the Fiscal Quarters ended June 30, without duplication2022 and September 30, of not less than $55,000,0002022.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received Receipt by the following, each Administrative Agent of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of evidence satisfactory to it that the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating conditions precedent to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties extension set forth in Section 3 hereof2 above shall have been satisfied in accordance with the requirements of Section 2.5 of the Credit Agreement except to the extent waived hereunder.
(d) The Borrower shall have paid to the Administrative Agent shall have received payment from all fees and expenses due and payable to the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before Lenders on the Revolving Credit Loan Modification Amendment Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements ; it being understood and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms agreed that the Collateral Documents Borrower has agreed to which it is party will continue pay each Approving Lender a fee equal to apply in respect of the Restated Credit Agreement and the Obligations 0.04% of such Loan Party hereunder and thereunder.
(g) The Borrower Approving Lender’s Commitment, provided that such fee shall have issued Permitted Refinancing Indebtedness be payable only in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans event that the Maturity Date Extension is approved in accordance with Section 2.5 of the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Public Service Co of New Mexico), Credit Agreement (Public Service Co of New Mexico)
Effectiveness. This Agreement shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”or waived in accordance with Section 9.5):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent shall have received duly executed counterparts from each of the Borrower, each Issuing Bank and the Banks (x) a counterpart of this Agreement that, when taken together, bear the signatures signed on behalf of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, such Person or (y) written evidence satisfactory to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Agent (it being understood that each Lender’s delivery which may include facsimile transmission of an executed a signed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Agreement) that such Person has signed a counterpart of this Agreement;
(b) The 2015 Revolving Credit Commitments receipt by the Administrative Agent of Lenders who have agreed written opinions (each dated the Effective Date and addressed to extend their Revolving Credit Commitments the Administrative Agent and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, the Lenders) of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization General Counsel of the transactions contemplated hereby Borrower and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ Hunton & ▇▇▇▇▇▇▇▇▇, Luxembourg special New York counsel to Intermediate Parent and TDS Intermediate Parentfor the Borrower, in each case in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent and the Lenders covering such matters relating to the Borrower, the Loan Modification Offer Arrangers; andDocuments and the transactions contemplated hereby as they may require;
(iiic) a certificate from a Responsible Officer of all Existing Bank Debt shall be paid in full, all Liens, if any, securing the Borrower dated same and all commitments thereunder shall be terminated, and the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from satisfactory evidence of the Borrower, in Same Day Funds, for foregoing;
(d) all fees payable to the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, Lenders and the Agents on May 1, 2012the Effective Date, and agrees the reasonable fees and expenses of counsel to convert Revolving Credit Commitments the Administrative Agent incurred in connection with the preparation, negotiation and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% closing of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.Documents, shall have been paid;
(e) The the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees (i) a certificate of good standing with respect to the Borrower from the Secretary of State of its state of incorporation, and other amounts due and payable to them in connection with this Agreement and invoiced before (ii) a certificate of the Revolving Credit Loan Modification Effective DateSecretary or an Assistant Secretary of the Borrower, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent, attaching (A) organizational documents, (B) resolutions authorizing the Loan Modification Offer Arrangers pursuant Documents and the transactions contemplated thereby which are in full force and effect, and (C) containing an incumbency certification with respect to which it confirms that it consents to this Agreement each officer thereof signing any Loan Document;
(f) the representations and reaffirms that the Collateral Documents to which it is party will continue to apply warranties set forth in respect Article 4 are true and correct on and as of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.Effective Date; and
(g) The Borrower no Default shall have issued Permitted Refinancing Indebtedness occurred and be continuing on the Effective Date. Notwithstanding anything to the contrary contained in an aggregate principal amount this Section 3.1, this Agreement shall not less become effective or be binding on any party hereto unless not later than $175,000,000November 1, and 2009, all of the Net Cash Proceeds thereof shall have been applied to prepay Term Loans foregoing conditions are satisfied (or waived in accordance with Section 9.5). The Borrower and the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in Banks party to the Existing Credit AgreementAgreements, 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 Agreement Amendment shall become effective on and as of the date on which each first set forth above (the “Second Amendment Effective Date”) upon satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received duly executed counterparts (i) a counterpart of this Agreement that, when taken together, bear Amendment signed on behalf of the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Borrower and each 2015 Alternative Currency Revolving Credit Lender of the Lenders or (it being understood ii) written evidence (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in Borrower and the Lenders has signed a counterpart of this Section 4)Amendment.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received each of the followingfollowing documents, each of which shall be originals or facsimiles (followed promptly by originals) unless dated a date reasonably satisfactory to the Administrative Agent and otherwise specified, each properly executed by a Responsible Officer of in form and substance satisfactory to the signing Loan PartyAdministrative Agent:
(i) such documents and certificates as Certified copies of resolutions of the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to board of directors or equivalent managing body of the organization, existence and good standing of each Loan Party, the authorization of Borrower approving the transactions contemplated hereby by this Amendment and any of all documents evidencing other legal matters relating necessary organizational action of the Borrower with respect to each Loan Party, this Amendment and the Loan Documents or the transactions documents contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from A certificate of the secretary or an assistant secretary of the Borrower certifying (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the Loan Parties, other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the documents contemplated hereby; and
(iii) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedLLP, special Bermuda counsel to Holdingsfor the Borrower, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably acceptable to the Administrative Agent.
(c) The Administrative Agent shall have received evidence, satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of Administrative Agent, that the Borrower dated the Revolving Credit Loan Modification Effective Datehas paid all fees and, certifying as to the accuracy of extent billed, expenses payable by the representations and warranties set forth Borrower hereunder on the Second Amendment Effective Date (including amounts then payable to the Agents or their affiliates acting as arrangers in Section 3 hereofconnection with this Amendment).
(d) The Administrative Agent shall have received payment from (i) evidence of the effectiveness of an amendment to that certain Credit Agreement, dated as of October 15, 2010 (as amended), among Exelon Corporation, as successor by merger to Constellation Energy Group, Inc. (“CEG Borrower”), the lenders parties thereto and Bank of America, N.A., as administrative agent, pursuant to which the maturity date thereunder has been shortened to December 31, 2012 or (ii) reasonably satisfactory evidence that the CEG Borrower has submitted irrevocable notice in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page accordance with such credit agreement sufficient to this Agreement at terminate all commitments and pay all amounts outstanding thereunder on or prior to 5.00 p.m., New York City time, on May 1December 31, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent representations and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements warranties set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit AgreementSection 2 hereof are true and correct.
Appears in 2 contracts
Sources: Credit Agreement (Exelon Corp), Credit Agreement (Exelon Corp)
Effectiveness. This Agreement Incremental RCF Amendment shall become effective on and as of the date (the “Incremental RCF Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Incremental RCF Amendment that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent, TDS Intermediate Parent, (ii) the Borrower, (iii) each other Loan Party, (iv) the Administrative Agent, Agent and (v) the Collateral Agent, the 2014 Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Commitment Increase Lenders;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed a certificate signed by a Responsible Officer of the signing Loan Party:Borrower (A) certifying that the conditions precedent set forth in Sections 4.02(a) and (b) of the Credit Agreement shall have been satisfied on and as of the Incremental RCF Amendment Effective Date, (B) certifying compliance with clauses (A), (B) and (C) of Section 2.14(a)(i) of the Credit Agreement and (C) containing the true and complete calculations (in reasonable detail) required to show compliance with Section 2.14(a)(i)(B) and Section 2.14(a)(i)(C) of the Credit Agreement;
(ic) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) of the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Incremental RCF Amendment on the Incremental RCF Amendment Effective Date) attesting to the Solvency of the Borrower and its Restricted Subsidiaries (taken as a whole) after giving effect to this Incremental RCF Amendment and the 2014 Revolving Credit Commitment Increases established pursuant hereto;
(d) the Administrative Agent shall have received such other documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, Party and the authorization of this Incremental RCF Amendment and amendment of the transactions contemplated hereby Credit Agreement and any the other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iie) the Administrative Agent shall have received favorable customary legal opinions from of (Ai) Skadden, Arps, Slate, Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case case, as to any matter reasonably requested by the Administrative Agent, addressed to the Lenders and the Administrative Agent, dated the Incremental RCF Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, which the Loan Parties hereby request such counsel to deliver;
(f) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to Revolving Credit Loan Modification Offer ArrangersCommitment Increases shall have been satisfied; and
(iiig) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent and the arrangers of this Incremental RCF Amendment, as applicable, shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Incremental RCF Amendment Effective DateDate and, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Party in connection with Document, including the Agreement.
(f) Each Loan Party reasonable fees, charges and disbursements of counsel for the Administrative Agent and the arrangers. The Administrative Agent shall have entered into a written instrument in form notify the Borrower and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Lenders of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Incremental RCF Amendment Effective Date, and all the Net Cash Proceeds thereof such notice shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementbe conclusive and binding.
Appears in 2 contracts
Sources: Incremental Revolving Credit Facility Amendment, Incremental Revolving Credit Facility Amendment (Sabre Corp)
Effectiveness. This Agreement The amendments provided for herein shall become ------------- effective on and as of the date on which each (the "Effective Date") of satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):-------------- condition precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and General Administrative Agent shall have received duly executed counterparts of this Agreement thatAmendment, when taken together, bear the signatures of duly executed and delivered by Holdings, Intermediate Parent, TDS Intermediate Parentthe Borrowers, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Canadian Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Required Lenders.
(b) The 2015 Revolving Credit Commitments General Administrative Agent shall have received a copy of Lenders who have agreed the resolutions, in form and substance satisfactory to extend their Revolving Credit Commitments the General Administrative Agent, of the boards of directors of Holdings and Revolving Credit each of the Borrowers authorizing (i) in the case of Holdings and each of the Borrowers, the execution, delivery and performance of this Amendment and (ii) in the case of the Canadian Borrower, the borrowings of Canadian Borrower, the borrowings of Canadian Swing Line Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans contemplated hereunder, certified by a Responsible Officer thereof as of the date hereof, which certificate shall be in an aggregate amountform and substance satisfactory to the General Administrative Agent and shall state that the resolutions thereby certified have not been amended, without duplicationmodified, of not less than $55,000,000revoked or rescinded.
(c) The Revolving Credit Loan Modification Offer Arrangers General Administrative Agent shall have received the followingwritten confirmation, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
General Administrative Agent, from (i) the Canadian Borrower confirming that the Collateral provided by it to secure the Canadian Borrower Obligations shall secure the obligations in respect of the Canadian Swing Line Loans and (ii) favorable legal opinions from each Guarantor confirming that its guarantee contained in any of the Security Documents (Aand the Collateral securing such guarantee) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel shall apply equally and ratably to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofCanadian Swing Line Loans.
(d) The Administrative Agent All governmental and third party approvals (including landlords' and other consents) necessary or advisable in connection with this Amendment and the making of the Canadian Swing Line Loans shall have received payment from the Borrower, been obtained and be in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012full force and effect, and agrees to convert Revolving all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose materially adverse conditions on the Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Agreement as amended by this Amendment or the making of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective DateCanadian Swing Line Loans.
(e) The General Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received evidence in form and substance satisfactory to it that all other fees filings, recordings, registrations and other amounts due and payable actions necessary or, in the opinion of the General Administrative Agent, desirable to them in connection with maintain the perfection of the Liens created by the Security Documents after giving effect to this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the AgreementAmendment shall have been completed.
(f) Each Loan Party All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall have entered into a written instrument be satisfactory in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderGeneral Administrative Agent.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit and Guarantee Agreement (SMTC Corp), Credit and Guarantee Agreement (SMTC Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each first set forth above (the “First Amendment Effective Date”) upon satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received duly executed counterparts (i) a counterpart of this Agreement that, when taken together, bear Amendment signed on behalf of the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Borrower and each 2015 Alternative Currency Revolving Credit Lender of the Lenders or (it being understood ii) written evidence (which may include facsimile or other electronic transmission of a signed signature page of this Amendment) that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in Borrower and the Lenders has signed a counterpart of this Section 4)Amendment.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received each of the followingfollowing documents, each of which shall be originals or facsimiles (followed promptly by originals) unless dated a date reasonably satisfactory to the Administrative Agent and otherwise specified, each properly executed by a Responsible Officer of in form and substance satisfactory to the signing Loan PartyAdministrative Agent:
(i) such documents and certificates as Certified copies of resolutions of the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to board of directors or equivalent managing body of the organization, existence and good standing of each Loan Party, the authorization of Borrower approving the transactions contemplated hereby by this Amendment and any of all documents evidencing other legal matters relating necessary organizational action of the Borrower with respect to each Loan Party, this Amendment and the Loan Documents or the transactions documents contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from A certificate of the secretary or an assistant secretary of the Borrower certifying (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the Loan Parties, other documents to be delivered hereunder; (B) that attached thereto are true and correct copies of the organizational documents of the Borrower, in each case in effect on such date; and (C) that attached thereto are true and correct copies of all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance by the Borrower of this Amendment and the documents contemplated hereby; and
(iii) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedLLP, special Bermuda counsel to Holdingsfor the Borrower, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably acceptable to the Administrative Agent.
(c) The Administrative Agent shall have received evidence, satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of Administrative Agent, that the Borrower dated the Revolving Credit Loan Modification Effective Datehas paid all fees and, certifying as to the accuracy of extent billed, expenses payable by the representations and warranties set forth Borrower hereunder on the First Amendment Effective Date (including amounts then payable to the Agents or their affiliates acting as arrangers in Section 3 hereofconnection with this Amendment).
(d) The Administrative Agent shall have received payment from (i) evidence of the effectiveness of an amendment to that certain Credit Agreement, dated as of October 15, 2010 (as amended), among Exelon Corporation, as successor by merger to Constellation Energy Group, Inc. (“CEG Borrower”), the lenders parties thereto and Bank of America, N.A., as administrative agent, pursuant to which the maturity date thereunder has been shortened to December 31, 2012 or (ii) reasonably satisfactory evidence that the CEG Borrower has submitted irrevocable notice in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page accordance with such credit agreement sufficient to this Agreement at terminate all commitments and pay all amounts outstanding thereunder on or prior to 5.00 p.m., New York City time, on May 1December 31, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent representations and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements warranties set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit AgreementSection 2 hereof are true and correct.
Appears in 2 contracts
Sources: Credit Agreement (Exelon Corp), Credit Agreement (Exelon Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which (the “Amendment Effective Date”) when each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and parties hereto shall have received duly executed counterparts of this Agreement that, when taken together, bear hereof signed by the signatures of Holdings, Intermediate Parent, TDS Intermediate Parentother parties hereto. From and after the Amendment Effective Date, the Borrower, Issuer shall not issue any Notes unless and until the Administrative Dealer shall have received (i) an executed copy of the Issuing and Paying Agency Agreement entered into by the Issuer and the replacement Issuing and Paying Agent, in a form reasonably satisfactory to the Collateral AgentDealer, (ii) a copy of the Revolving Credit Loan Modification Offer Arrangers, each L/C executed Letter of Representations among the Issuer, the replacement Issuing and Paying Agent and DTC or a copy of the executed Swing Line LenderLetter from the replacement Issuing and Paying Agent to DTC, as applicable, as required by DTC, (iii) a copy of each 2015 Dollar Revolving Credit Lender executed Master Note authenticated by the replacement Issuing and each 2015 Alternative Currency Revolving Credit Lender Paying Agent and registered in the name of DTC or its nominee, (it being understood iv) an amendment or supplement to or replacement of the Private Placement Memorandum describing the replacement Issuing and Paying Agent as the Issuing and Paying Agent for the Notes, and reflecting any other changes thereto necessary in light of the replacement so that each Lender’s delivery the Private Placement Memorandum, as amended, supplemented or replaced, satisfies the requirements of an executed signature page shall be irrevocable subject only the Dealer Agreement, (v) a legal opinion of counsel to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountIssuer, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating addressed to the organizationDealer, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
Dealer, as to (iix) favorable legal opinions from the due authorization, execution (A) Skaddenas applicable), Arpsdelivery, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent validity and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer enforceability of the Borrower dated Dealer Agreement, as amended by this Amendment, the Revolving Credit Loan Modification Effective DateMaster Note, certifying as to the accuracy of the representations replacement Issuing and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Paying Agency Agreement and the Obligations of Notes issued pursuant to the replacement Issuing and Paying Agency Agreement, and (y) such Loan Party hereunder other matters as the Dealer may reasonably request, and thereunder.
(gvi) The Borrower such other certificates, opinions, letters and documents as the Dealer shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000reasonably requested. Upon the effectiveness hereof, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth references in the definition of Dealer Agreement to “Permitted Refinancing Indebtednessthis Agreement” in or the Existing Credit Agreementlike shall refer to the Dealer Agreement as amended hereby.
Appears in 2 contracts
Sources: Commercial Paper Dealer Agreement (Molson Coors Beverage Co), Commercial Paper Dealer Agreement (Cisco Systems, Inc.)
Effectiveness. This Agreement Amendment shall become be effective on and as of the date on which each of the following conditions precedent is satisfied first written above (such date, the “Revolving Credit Loan Modification First Amendment Effective Date”):) upon the receipt by the Agent of the following:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures Amendment duly executed and delivered by each of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, Banks and the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Agent and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction counterparts of the other conditions to effectiveness set forth in this Section 4).amended and restated Fee Letter, duly executed by the Agent and the Borrower;
(b) The 2015 Revolving Credit Commitments a certificate duly executed by an officer of Lenders who have agreed the Borrower which is reasonably satisfactory to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be the Banks to the effect set forth in an aggregate amount, without duplication, of not less than $55,000,000.
clauses (c) The Revolving Credit Loan Modification Offer Arrangers (provided if the Borrower is not submitting a Notice of Borrowing on the First Amendment Effective Date, reference to borrowings shall have received the following, each not be required) and (d) of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Section 3.02 of the signing Loan Party:
(i) Credit Agreement, such documents and certificates certificate to be dated as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby First Amendment Effective Date and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all be in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAgent;
(iic) favorable legal opinions a duly executed certificate from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case Secretary or Assistant Secretary of the Borrower in form and substance reasonably satisfactory to the Revolving Agent and dated as of the First Amendment Effective Date as to the incumbency of, and bearing specimen signatures of, the Authorized Signatories who are authorized as of the date hereof to execute and take actions hereunder and under the Loan Documents for and on behalf of the Borrower (or a certification that the incumbency of the Authorized Signatories set forth on that certificate delivered to the Agent pursuant to Section 3.01(f) of the Credit Loan Modification Offer ArrangersAgreement on the Effective Date (the “Closing Date Certificate”) remains true and accurate as of the date hereof); and certifying and attaching copies of (i) Charter Documents, with all amendments thereto (or a certification that the Charter Documents delivered to the Agent and referenced in the Closing Date Certificate have not been amended, supplemented or modified and are in full force and effect); (ii) the resolutions of the Borrower’s Board of Directors authorizing the transactions contemplated hereby; (iii) the current Prospectus as then in effect (or a certification that the Prospectus delivered to the Agent and referenced in the Closing Date Certificate has not been amended, supplemented or modified and is currently in effect); (iv) the investment management agreement between the Borrower and the Investment Adviser as then in effect (or a certification that the investment management agreement delivered to the Agent and referenced in the Closing Date Certificate has not been amended, supplemented or modified and is in full force and effect); and (v) the Custody Agreement (or a certification that the Custody Agreement delivered to the Agent and referenced in the Closing Date Certificate has not been amended, supplemented or modified and is in full force and effect);
(d) a legal existence and good standing certificate for the Borrower from the Secretary of State of the State of Maryland dated as of a recent date;
(e) a copy of the certificate of incorporation of the Borrower, with all amendments, certified as of a recent date by the Secretary of State of the State of Maryland; and
(iiif) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements fees and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party expense payable hereunder and thereunderunder the Fee Letter.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Blackrock Debt Strategies Fund, Inc.), Credit Agreement (Blackrock Corporate High Yield Fund Vi, Inc.)
Effectiveness. This Agreement shall become effective on and as of the date on which each of this Agreement, and the Credit Agreement shall be amended as provided in this Agreement, upon the occurrence of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers the Borrower shall have delivered duly and validly executed originals of this Agreement to the Administrative Agent and the Requisite Lenders and the Administrative Agent shall have executed a counterpart hereof and shall have received duly executed counterparts of delivered this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Agreement;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments the representations and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans warranties in this Agreement shall be true and correct in an aggregate amount, without duplication, of not less than $55,000,000.all material respects;
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, a duly executed reaffirmation of each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed Guaranty by a Responsible Officer Subsidiary of the signing Loan Party:Borrower in form and substance satisfactory to the Administrative Agent;
(d) the Borrower shall have paid to the Administrative Agent and to each Lender the fees and expenses payable to them pursuant to the Offering Memorandum dated September, 2000 and under any other agreement between the Borrower and the Administrative Agent;
(i) such documents the Subsidiary of the Borrower which makes the tender offer for the common stock of the Target shall have acquired more than a majority (on a fully diluted basis) of the common stock of the Target in accordance with the terms of the tender offer and certificates as in accordance with all applicable legal requirements; (ii) taking into account the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating effect of shareholders' appraisal rights, the Administrative Agent shall be satisfied that the sole right of the shareholders of Target who do not tender their shares pursuant to the organizationtender offer shall be to receive a cash payment pursuant to the merger; (iii) the respective boards of directors of the Target and the Borrower and its Subsidiaries shall not have withdrawn, existence and good standing modified, or terminated their approval of each Loan Partythe tender offer, the authorization documents relating thereto, or any of the transactions contemplated hereby thereby; (iv) the Lenders' financing of the tender offer and the security arrangements in connection therewith shall not result in any other legal matters violation of Regulations U or X as in effect on the date of such financing; (v) the Administrative Agent shall be satisfied that the tender offer and the merger can be consummated without triggering any "poison pill," "shark repellant," or similar anti-takeover device and without any adverse effect from any applicable anti-takeover statutes; and (vi) the Administrative Agent shall have received a copy of a fairness opinion relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;Target; and
(iif) favorable legal opinions from all governmental, shareholder, and all material third-party non- governmental consents (A) Skadden, Arps, Slate, including ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (Bclearance) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer approvals required as of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party closing date in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement Transaction and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof other transactions contemplated hereby shall have been applied obtained; all such consents and approvals shall be in full force and effect; and all applicable waiting periods shall have expired without any action being taken by any authority that could reasonably be expected to prepay Term Loans in accordance with restrain, prevent, or impose any material adverse conditions on the requirements set forth in Transaction or such other transactions or that could reasonably be expected to seek or threaten any of the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementforegoing.
Appears in 2 contracts
Sources: Amendment No. 1 and Consent (Landrys Seafood Restaurants Inc), Amendment No. 1 and Consent (Landrys Seafood Restaurants Inc)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which (the “Second Amendment Effective Date”) when the Administrative Agent has received each of the following conditions precedent is satisfied (such datefollowing, in form and substance satisfactory to the “Revolving Credit Loan Modification Effective Date”):Administrative Agent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the BorrowerAmendment signed by each Loan Party, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Add-On Term Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Required Lenders;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments a certificate signed by each Loan Party certifying that the representations and Revolving Credit Loans warranties set forth in Sections 3(a) through 3(e) are true and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.correct;
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each favorable opinions of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentthe Loan Parties, in each case in form and substance reasonably satisfactory addressed to the Lenders and the Administrative Agent;
(d) evidence that concurrently with the effectiveness of this Amendment, the Borrower will acquire Global HR Research, LLC;
(e) certified copies of all documents evidencing any necessary corporate (or other similar) action, and any material third-party consents and governmental approvals (if any) required for the execution, delivery and performance (including the intended use of the Add-On Term Loans) by each Loan Party of this Amendment;
(f) certified copies of resolutions of the Governing Body of each Loan Party authorizing or ratifying the execution, delivery and performance by such Person of this Amendment;
(g) certified copies of Uniform Commercial Code and other lien search reports dated a date reasonably near to the Second Amendment Effective Date, listing all effective financing statements that name any Loan Party (under its present name and any previous names) as debtor, together with copies of such financing statements;
(h) a pro forma Compliance Certificate giving effect to the Acquisition of Global HR Research, LLC and the Add-On Term Loans;
(i) all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act;
(j) certification that since December 31, 2014, there has been no event that constitutes or would reasonably be expected to have a Material Adverse Effect;
(k) evidence that all fees and other amounts that are then due and payable pursuant to the Fee Letter dated as of June 29, 2015 between the Borrower and BMO Capital Markets Corp. and pursuant to Section 15.6 of the Credit Agreement shall have been paid;
(l) a joinder agreement with respect to any Add-On Lender that was not a party to the Credit Agreement;
(m) evidence that on the Second Amendment Effective Date, after giving effect to the Add-On Term Loans and the Acquisition described in Section 4(h), the Borrower has a Total Leverage Ratio of less than 3.0 to 1.0; provided that solely for purposes of this Section 4(m), Total Leverage Ratio shall be calculated by including in Total Debt the unused portion of the Revolving Credit Loan Modification Offer ArrangersCommitment Amount and excluding from Total Debt the amount of any Capitalized Lease Obligations;
(n) the Revolving Oustandings shall not be greater than $30,000,000; and
(iiio) a certificate from a Responsible Officer of such other documents as the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit or any Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Datemay reasonably request.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Patriot National, Inc.), Credit Agreement (Patriot National, Inc.)
Effectiveness. This Agreement Section 2 of this Amendment shall become be effective on and as upon the satisfaction, in the reasonable discretion of the date Administrative Agent, acting on which behalf of the Lenders, of each of the following conditions precedent is satisfied (the date of such dateeffectiveness, the “Revolving Credit Loan Modification Ninth Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Agent shall have received the following, in each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specifiedcase, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent:
(i) counterparts of this Amendment duly executed by each of the Borrowers, the Administrative Agent, and each Lender;
(ii) favorable counterparts to a Joinder to, and an amendment of, the Second Amended and Restated Guaranty and Security Agreement, duly executed by New Borrower and by Parent, whereby (y) the New Borrower grants a security interest and Lien to Administrative Agent in all of New Borrower’s assets for the benefit of the Lenders, and (z) 100% of the membership interests in New Borrower are pledged to Administrative Agent for the benefit of Lenders;
(iii) counterparts to Trademark Security Agreement , as heretofore amended (x) to make New Borrower a grantor and party to such agreement and (y) to update the list of trademarks subject thereto;
(iv) Counterparts to a Negative Pledge Reaffirmation from Artwork Holdings. LLC confirming the continuing validity of the Negative Pledge Agreement dated July 20, 2017;
(v) the projected consolidated statements of income for the fiscal year ended December 31, 2020 required by Section 5.01(e) of the Credit Agreement, which shall include the projected results of operations of the New Borrower for the fiscal year ending December 31, 2020;
(vi) a certificate of the secretary or other officer of each of the Borrowers and the Guarantor, certifying as to the resolutions of the Borrowers’ board of directors or other appropriate governing body approving and authorizing the execution, delivery and performance of this Amendment;
(vii) a certificate of a Responsible Officer of each Borrower certifying as to the matters set forth in Section 3(d) hereof;
(viii) a legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York opinion of legal counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case Parties in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent; and
(iiivii) a certificate from a Responsible Officer of such other information and documentation as the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent may reasonably request.
(di) The Administrative Agent shall have received payment from the Borrower, in Same Day Fundsan upsize fee, for the account ratable benefit of each Accepting Revolving Credit Lender the Lenders, in the amount of two percent (other than any Defaulting Lender2.00%) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments 2019 Term Loan (whether used or unusedthe “Upsize Fee”), which shall be deemed fully earned upon payment and (ii) of such Lender that are converted into 2015 Revolving Credit Commitments the reasonable and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket costs and expenses (including the reasonable fees, legal fees and disbursements and other charges of Administrative Agent’s legal counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.preparation and negotiation of this Amendment (the “Costs and Expenses”), which Upsize Fee and Costs and Expenses shall be deducted from the 2019 Term Loan advanced on the Ninth Amendment Effective Date;
(fc) Each Loan Party shall confirmation from ▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Administrative Agent, that all documentary conditions precedent incident to this Amendment have entered into a written instrument in form and substance reasonably satisfactory been satisfied to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement reasonable satisfaction of ▇▇▇▇ ▇▇▇▇▇ LLP; and
(d) The representations and reaffirms that warranties made by the Collateral Documents to which it is party will continue to apply Borrowers contained in respect Section 6 hereof shall be true, correct and complete on and as of the Restated Credit Agreement and first date on which the Obligations of such Loan Party hereunder and thereunder.
conditions set forth in Sections 3(a) through (gc) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementsatisfied.
Appears in 1 contract
Sources: Credit Agreement (PLBY Group, Inc.)
Effectiveness. (a) This Agreement Amendment shall become effective on and as of the date hereof on which each of the date when the following conditions precedent is satisfied are met (such date, the “Revolving Credit Loan Modification Effective Date”"AMENDMENT EFFECTIVE DATE"):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of Administrative Agent shall have received from each Loan Party, the authorization of the transactions contemplated hereby Borrower and any the Majority Lenders a counterpart hereof signed by such party or facsimile or other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all written confirmation (in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent) that such party has signed a counterpart hereof;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ confirmation that the Borrower has paid all statements of Davis Polk & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedWardwell, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇for the Administrative ▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory ▇▇▇ ▇▇ ▇&Y ▇▇at have been rendered to the Revolving Borrower at least one Business Day prior to the Amendment Effective Date in respect of this Amendment or other Credit Loan Modification Offer Arrangers; andAgreement matters;
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from Loral an executed copy of the Loral Guarantee Amendment;
(iv) Loral SpaceCom shall have delivered a letter agreement to the Administrative Agent and the Borrower in form and substance satisfactory to the Administrative Agent, pursuant to which Loral SpaceCom agrees for the benefit of the Lenders that in sub-leasing transponders pursuant to the Master Lease Agreement, it will continue to follow historical practice in allocating business to particular satellites;
(v) the Administrative Agent shall have received a letter from the Borrower, in Same form and substance satisfactory to it, with respect to its fees and expenses for acting as Administrative Agent in connection with this Amendment and on and after the Amendment Effective Date, together with payment of any amounts due thereunder on the Amendment Effective Date; and
(vi) the Administrative Agent shall have received such opinions of counsel, officer's and secretary's certificates and such other documents relating to the Borrower or any other Loan Party and the matters contemplated hereby as it shall have reasonably requested. Promptly upon the occurrence of the Amendment Effective Date, the Administrative Agent shall notify each of the parties hereto, and such notice shall be conclusive and binding on all parties hereto.
(b) No later than the first Business Day Fundsafter the Amendment Effective Date the Borrower shall pay to the Administrative Agent, in immediately available funds, for the account of each Accepting Revolving Credit Lender that has evidenced its agreement hereto as provided above by the later of (other than any Defaulting Lenderi) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., Noon (New York City time) on March 31, 2003 and (ii) 5:00PM (New York City time) on May 1the date the Administrative Agent issues a notice to the Lenders saying that the Amendment Effective Date has occurred, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension a waiver fee in an aggregate amount equal to 3.000.25% of such Lender's Amendment Date Amount; provided that the aggregate principal amount date and time by which a Lender's evidence of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them its agreement must be made in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required order to be reimbursed or paid by any Loan Party in connection with entitled to receive such fee may be extended, on a uniform basis for all Lenders, to such later date and time as the AgreementBorrower may agree.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Loral Space & Communications LTD)
Effectiveness. This Agreement shall become effective on and as of the first date (the “Incremental Effective Date”) on which each of the following conditions precedent is have been satisfied (such date, or waived in compliance with Section 14.1 of the “Revolving Existing Credit Loan Modification Effective Date”Agreement):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures duly executed by each of Holdings, Intermediate Parent, TDS Intermediate Parent, the BorrowerCompany, the Borrower Agent, each Existing Subsidiary Guarantor (as defined below), the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangerseach Issuing Bank, each L/C Issuer, the Swing Line Lender, each 2015 Dollar the Additional Term Lenders, and the Additional Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Commitment Lenders.
(b) The 2015 Revolving Credit Commitments of Lenders who Prior to or concurrently with the Incremental Effective Date, Parent shall have agreed paid all fees, expenses and other amounts payable by it under any separate letter agreements among Parent and the Lead Arranger on or prior to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000the Incremental Effective Date to the extent such amounts are invoiced at least three Business Days prior to the Incremental Effective Date.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received the following, each of which shall be originals or facsimiles a customary written opinion (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating addressed to the organization, existence Administrative Agent and good standing the Lenders and dated the Incremental Effective Date) of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ Sidley Austin LLP, New York counsel to the Loan Parties, (B) ▇Parties and ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇, Luxembourg inside counsel to Intermediate Parent and TDS Intermediate Parentthe Loan Parties, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of with respect to Parent and each Accepting Revolving Credit Lender (other than any Defaulting Lender) entity that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% is a Subsidiary Guarantor as of the aggregate principal amount Incremental Effective Date (each, an “Existing Subsidiary Guarantor”) (i) copies of the Revolving Credit Commitments resolutions of the board of directors (whether used or unusedsimilar governing body) of such Lender that are converted into 2015 Revolving Credit Commitments entity authorizing the transactions contemplated hereby; (ii) a certificate of the Secretary or Assistant Secretary or similar officer of such entity certifying the names and 2015 Revolving Credit Loans true signatures of the officers of such entity authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder; (iii) the articles or certificate of incorporation (or similar charter document) and the bylaws (or similar governing documents) of such entity as in effect on the Revolving Credit Loan Modification Incremental Effective Date, certified by the Secretary or Assistant Secretary (or the general partner, member or manager, if applicable) of such Subsidiary Borrower as of the Incremental Effective Date; (iv) a good standing certificate or certificate of status for such entity from the Secretary of State (or similar, applicable Governmental Authority) of its jurisdiction of formation, to the extent such concept exists in such jurisdiction.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable (i) at least three business days prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Incremental Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements satisfactory documentation and other charges information about the Loan Parties requested by the Administrative Agent (on behalf of counselitself or the Lenders) at least ten business days prior to the Incremental Effective Date that is required (as reasonably determined by the Administrative Agent) by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act and (ii) to be reimbursed the extent Parent or paid by Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least three business days prior to the Incremental Effective Date, any Loan Party Lender that has requested, in connection with a written notice to Parent or Company, as applicable, at least 10 days prior to the Agreement.
(f) Each Loan Party Incremental Effective Date, a Beneficial Ownership Certification in relation to Parent or Company, as applicable, shall have entered into a written instrument in form received such Beneficial Ownership Certification (provided that, upon the execution and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents delivery by such Lender of its signature page to this Agreement and reaffirms that Agreement, the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements condition set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementthis clause (e) shall be deemed to be satisfied).
Appears in 1 contract
Sources: Incremental Assumption Agreement (Regal Rexnord Corp)
Effectiveness. This Agreement shall become effective The effectiveness of this Amendment on and as of the date on which each Second Amendment Effective Date is subject to the satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent (or its counsel) shall have executed a counterpart hereof this Amendment and shall have received duly executed either (i) counterparts of this Agreement Amendment that, when taken together, bear the signatures of (A) Holdings, Intermediate Parent, TDS Intermediate Parent, (B) the Borrower, (C) each Consenting Term Lender, (D) each Increasing Term Lender and (E) each Incremental Term Lender or (ii) written evidence satisfactory to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Agent (it being understood which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that each Lender’s delivery such party has signed a counterpart of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Amendment.
(b) The 2015 Revolving Credit Commitments Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, the Lenders, the Incremental Term Lenders and the Issuing Banks and dated the Second Amendment Effective Date) of Lenders who have agreed ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Holdings and the Borrower, in form and substance reasonably satisfactory to extend their Revolving Credit Commitments the Administrative Agent, covering such matters relating to the Borrower and Revolving Credit Loans Holdings, this Amendment and convert into 2015 Revolving Credit Commitments the transactions contemplated hereby as the Administrative Agent shall reasonably request. Each of Holdings and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000the Borrower hereby requests such counsel to deliver such opinion.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may Administrative Agent or its counsel shall reasonably request have requested relating to the organization, existence and good standing of each Loan Partythe Borrower and Holdings, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to each Loan Partythe Borrower and Holdings, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
Administrative Agent and its counsel (ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to and substantially consistent with the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent corresponding documents and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of certificates delivered by the Borrower dated and Holdings on the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof).
(d) The Administrative Agent shall have received payment from a certificate, dated the Borrower, in Same Day Funds, for Second Amendment Effective Date and signed on behalf of Holdings and the account Borrower by a Responsible Officer of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m.such Loan Party, New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% confirming the accuracy of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Daterepresentations set forth in Section 5 hereof.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received a certificate from the chief financial officer of the Borrower, in form and substance reasonably satisfactory to the Administrative Agent (and substantially consistent with the corresponding certificate delivered by the Borrower on the Effective Date), certifying as to the solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the transactions to occur on the Second Amendment Effective Date.
(f) The Administrative Agent shall have received the Incremental/Increasing Fee and all other fees and other amounts previously agreed in writing by the Arrangers and the Borrower to be due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Second Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket out‑of‑pocket expenses (including reasonable fees, charges and disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with under this Amendment, the AgreementExisting Credit Agreement or any other Loan Document.
(fg) Each Loan Party shall have entered into executed and delivered to the Administrative Agent a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers Administrative Agent pursuant to which it confirms that it consents to this Amendment and the Incremental Term Loans (if it is not a party hereto) and agrees that the Guarantee Agreement, the Collateral Agreement and reaffirms that the Collateral other Security Documents to which it is party will continue to apply in respect of the Restated Amended Credit Agreement and the Guaranteed Obligations and Secured Obligations of such Loan Party hereunder and thereunder(including the Incremental Term Loans).
(gh) The Borrower Administrative Agent shall have issued Permitted Refinancing Indebtedness in received evidence that each Non-Consenting Term Lender shall have received payment of an aggregate amount equal to the outstanding principal amount not less than $175,000,000of its Term Loans, accrued interest thereon, accrued fees and all other amounts payable to it under the Net Cash Proceeds thereof Existing Credit Agreement (including pursuant to Section 2.11(g) thereof) in accordance with Section 9.02(c) of the Credit Agreement and Section 2(b) hereof.
(i) The Administrative Agent shall have received a written Borrowing Request from the Borrower in respect of the Incremental Term Loans complying with the requirements in Section 2.03 of the Credit Agreement not later than 12:00 noon, New York City time, three Business Days before the Second Amendment Effective Date (or such later date as the Administrative Agent may agree).
(j) The Administrative Agent and the Arranger shall have received, at least three days prior to the Second Amendment Effective Date, all documentation and other information related to the Loan Parties as shall have been applied to prepay Term Loans requested in accordance with writing by the requirements set forth in Administrative Agent or the definition of Arranger that they shall have determined is required by regulatory authorities under applicable “Permitted Refinancing Indebtednessknow your customer” in and anti-money laundering rules and regulations, including without limitation the Existing Credit AgreementUSA Patriot Act.
Appears in 1 contract
Effectiveness. This Agreement Sixth Term Loan Amendment shall become effective on and as of the date (the “Sixth Term Loan Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Sixth Term Loan Amendment that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent, TDS Intermediate Parent, (ii) the Borrower, (iii) each other Guarantor (iv) the Administrative Agent, (iv) the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit 2020 Other Term B Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each v) the 2020 Incremental Term Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed a certificate signed by a Responsible Officer of the signing Borrower (A) certifying that the condition set forth in clause (f) below has been satisfied on or as of the Sixth Term Loan Party:Amendment Effective Date and (B) certifying that the 2020 Other Term B Loans incurred pursuant to Section 2 above constitute Credit Agreement Refinancing Indebtedness (and meet the requirements of the definition thereof);
(ic) the Existing Term A Loans shall be repaid in cash with the proceeds received from the 2020 Other Term B Loans established pursuant to Section 2 of this Sixth Term Loan Amendment and all accrued interest, fees and premiums (if any) in connection with such Existing Term A Loans shall have been paid;
(d) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Sixth Term Loan Amendment on the Sixth Term Loan Amendment Effective Date) attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) after giving effect to this Sixth Term Loan Amendment and the transactions contemplated hereby;
(e) the Administrative Agent shall have received such other documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, Party and the authorization of this Sixth Term Loan Amendment and amendment of the transactions contemplated hereby Credit Agreement and any the other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iif) (x) all of the conditions specified in Section 2.15 of the Credit Agreement with respect to the 2020 Other Term B Loans shall have been satisfied and (y) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to the 2020 Incremental Term Loans shall have been satisfied;
(g) the Administrative Agent shall have received favorable customary legal opinions from of (Ai) Skadden, Arps, Slate, Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case case, as to any matter reasonably requested by the Administrative Agent, addressed to each Lender party hereto and the Administrative Agent, dated the Sixth Term Loan Amendment Effective Date and in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent, which the Loan Modification Offer Arrangers; andParties hereby request such counsel to deliver;
(iiih) a certificate from a Responsible Officer no Default exists as of the Borrower dated the Revolving Credit Sixth Term Loan Modification Amendment Effective Date, certifying as both before and immediately after giving effect to this Sixth Term Loan Amendment and the accuracy transactions contemplated hereby;
(i) all of the representations and warranties of the Borrower and each of the other Loan Parties set forth in Section 3 hereof.Article V of the Credit Agreement and in the other Loan Documents (including this Sixth Term Loan Amendment) are true and correct in all material respects on and as of the Sixth Term Loan Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(dI) The the Borrower shall have paid to the Administrative Agent for the account of the 2020 Other Term B Lender, a non-refundable upfront fee in Dollars and in immediately available funds in an amount equal to 1.0% of the aggregate amount of 2020 Other Term B Loans outstanding of the 2020 Other Term B Lender on the Sixth Term Loan Amendment Effective Date and (II) the Borrower shall have paid to the Administrative Agent for the account of the 2020 Incremental Term Lender, a non-refundable upfront fee in Dollars and in immediately available funds in an amount equal to 1.0% of the aggregate amount of 2020 Incremental Term Loans outstanding of the 2020 Incremental Term Lender on the Sixth Term Loan Amendment Effective Date. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever; and
(k) the Administrative Agent and the arranger of this Sixth Term Loan Amendment, as applicable, shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Sixth Term Loan Modification Amendment Effective DateDate and, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Party in connection with Document, including the Agreement.
(f) Each Loan Party reasonable fees, charges and disbursements of counsel for the Administrative Agent. The Administrative Agent shall have entered into a written instrument in form notify the Borrower, the 2020 Other Term B Lender and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect 2020 Incremental Term Lender of the Restated Credit Agreement and the Obligations of such Sixth Term Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Amendment Effective Date, and all the Net Cash Proceeds thereof such notice shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementbe conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Sabre Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which first written above (the "EFFECTIVE DATE) upon the satisfaction of each of the following conditions precedent is satisfied (such dateconditions, in each case in a manner satisfactory in form and substance to the “Revolving Credit Loan Modification Effective Date”):Administrative Agent and the Lenders:
(a) The Revolving Credit Loan Modification Offer Arrangers This Amendment shall have been duly executed a counterpart hereof and delivered by each of the Borrowers and each of the Lenders and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender be in full force and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).effect;
(b) The 2015 Revolving Administrative Agent shall have received all financial statements and related financial information required to be delivered by the Borrowers in accordance with Section 8.4(a) of the Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans Agreement, which financial statements shall be in an aggregate amount, without duplication, of not less than $55,000,000.form and substance satisfactory to the Administrative Agent and the Lenders;
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received from Birks the followingmost recently completed independent audited financial statements and interim financial statements, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of together with the signing Loan Party:
(i) such documents projections and certificates as business plan for the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentfollowing twelve month period, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of Administrative Agent and the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.Lenders;
(d) The Administrative Agent shall have received payment from the Borrowerevidence, in Same Day Fundsform and substance satisfactory to the Administrative Agent, for that the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page Borrowers have obtained all consents and approvals necessary to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of effect the aggregate principal amount of transactions contemplated by the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.Amendment Documents;
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before from the Revolving Credit Loan Modification Effective DateSecretary of each of the Borrowers a copy, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required certified by such Secretary to be reimbursed true and complete as of such date, of (i) the resolutions of each such Person's Board of Directors or paid by any Loan Party in connection with other management authorizing, to the Agreement.extent it is a party thereto, the execution, delivery and performance of the Amendment Documents, and (ii) the names, titles, incumbency and signatures of the officers of each such Person who are authorized to execute and deliver this Amendment and the other Amendment Documents;
(f) Each Loan Party The Administrative Agent shall have entered into a written instrument received favorable legal opinions addressed to the Administrative Agent and the Lenders, each dated as of the date hereof and in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant Administrative Agent, from counsel to which it confirms that it consents to this Agreement the Borrowers, concerning corporate authority matters and reaffirms that the Collateral Documents to which it is party will continue to apply in respect enforceability of the Restated Credit Agreement Amendment Documents and the Obligations of transactions contemplated thereby and concerning such Loan Party hereunder and thereunder.other matters as the Administrative Agent may request;
(g) The Borrower Administrative Agent shall have issued Permitted Refinancing Indebtedness received a favorable fairness opinion addressed to the Independent Committee of the Board of Directors of Mayor's Jewelers, Inc. from Capitalink L.C., which opinion shall be in an aggregate principal amount not less than $175,000,000, form and all substance satisfactory to the Net Cash Proceeds thereof Administrative Agent;
(h) The Administrative Agent shall have been applied received an officer's certificate, in form and substance satisfactory to prepay Term Loans the Lenders, relating to the deliberations of the Independent Committee of the Board of Directors of Mayor's Jewelers, Inc. regarding the authority of the Borrowers to, among other things, consummate the transactions contemplated by this Amendment;
(i) Each of the Administrative Agent and the Tranche B Lender shall have received from the Borrowers payment in accordance with the requirements full of all required amendment fees as set forth in their respective fee letters of even date herewith; and
(j) The Administrative Agent shall have received such other items, documents, agreements, items or actions as the definition of “Permitted Refinancing Indebtedness” Administrative Agent may reasonably request in order to effectuate the Existing Credit Agreementtransactions contemplated hereby.
Appears in 1 contract
Sources: Revolving Credit, Tranche B Loan and Security Agreement (Mayors Jewelers Inc/De)
Effectiveness. This Amendment shall become effective, and the Credit Agreement shall become effective on and be amended as provided for herein as of the date Amendment Effective Date, upon the satisfaction of the following conditions: (a)the Administrative Agent (or its counsel) shall have received counterparts hereof duly executed and delivered by a duly authorized officer of the General Partner acting on which behalf of the Borrower and by the Lenders whose consent is required to effect the amendments contemplated hereby; -4- (b)the Administrative Agent (or its counsel) shall have received each of the following conditions precedent is satisfied (such dateitems, each in form and substance reasonably acceptable to the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received Administrative Agent and, where applicable, duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction delivered by a duly authorized officer of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer General Partner acting on behalf of the signing applicable Loan Party:
(i) such documents a Note for each New Lender requesting a Note; and certificates (ii)a certificate dated as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from Amendment Effective Date signed by a Responsible Officer of the General Partner, acting on behalf of the Borrower dated and each Subsidiary Guarantor, (w) certifying each of the Revolving Credit Loan Modification Effective DateBorrower's and each Subsidiary Guarantor's existence and good standing in its state of organization, (x) certifying as that the governing documents of the Borrower and each Subsidiary Guarantor have not been modified since previously certified to the accuracy of Administrative Agent and remain in full force and effect, (y) certifying and attaching the resolutions adopted by the Borrower and each Subsidiary Guarantor approving or consenting to this Amendment and the increase to the Commitments hereunder, and (z) certifying that, before and after giving effect to this Amendment and the increase to the Commitments hereunder, (A) the representations and warranties set forth contained in Article V of the Credit Agreement and the other Loan Documents are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except for such representations and warranties that have a materiality or Material Adverse Effect qualification, which shall be true and correct in all respects) as of such earlier date, and except that for purposes of such certificate the representations and warranties contained in subsections (a) and (b) of Section 3 hereof.
5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (da) The and (b), respectively, of Section 6.01 of the Credit Agreement, and (B) no Default exists or will result from this Amendment and the increase to the Commitments hereunder; and (c)the Administrative Agent shall have received payment from the Borrowerreceived, in Same Day Funds, or shall concurrently receive (i) for the account of each Accepting Revolving New Lender joining the Credit Lender Agreement hereby that has delivered a new Commitment with respect to the Credit Agreement to the Administrative Agent (other than any Defaulting Lenderor its counsel) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City (A) by 5:00 p.m. (Central time, ) on May 1March 23, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension upfront fee in an aggregate amount equal to 3.00% 27.5 basis points on the amount of such New Lender's Commitment as set forth opposite such New Lender's name on Schedule 2.01 attached hereto or (B) by 2:00 p.m. (Central time) on March 27, 2012, an upfront fee equal to 25 basis points on the amount of such New Lender's Commitment as set forth opposite such New Lender's name on Schedule 2.01 attached hereto, (ii) for the account of each Lender increasing its Commitment pursuant hereto that has delivered an increased Commitment with respect to the Credit Agreement to the Administrative Agent (or its counsel) (A) by 5:00 p.m. (Central time) on March 23, 2012, an upfront fee equal to 27.5 basis points on the amount by which such Lender's Commitment is increased or (B) by 2:00 p.m. (Central time) on March 27, 2012, an upfront fee equal to 25 basis points on the amount by which such Lender's -5- Commitment is increased, and (iii) for the account of the aggregate principal amount applicable Person, payment of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the AgreementAmendment. Section 8.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement
Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on be subject to the satisfaction (or waiver by the Administrative Agent and as of the date on which each Lenders) of the following conditions precedent is satisfied (the date of such dateeffectiveness, the “Revolving Credit Loan Modification Third Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement that, when taken together, bear from each Loan Party named on the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrowersignature pages hereto, the Administrative Agent, Agent and the Collateral Agent, Lenders constituting the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Required Lenders either (it being understood that each Lender’s delivery i) a counterpart of an executed signature page shall be irrevocable subject only this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the satisfaction Administrative Agent (which may include facsimile or other electronic transmission of the other conditions to effectiveness set forth in a signed counterpart of this Section 4)Amendment) that such party has signed a counterpart of this Amendment.
(b) The 2015 Revolving Credit Commitments Administrative Agent shall have received, as to each Loan Party, a copy of Lenders who have agreed to extend their Revolving Credit Commitments resolutions of the Board of Directors (or other equivalent governing body, as applicable) of such Loan Party approving and Revolving Credit Loans authorizing the execution, delivery and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, performance of not less than $55,000,000this Amendment.
(c) The Revolving Credit Loan Modification Offer Arrangers Each of Truist Securities, Inc. and the Administrative Agent shall have received all fees and other compensation payable to Truist Securities, Inc. and the following, each of which shall be originals or facsimiles Administrative Agent (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of for the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing benefit of each Loan Partyapplicable Lender) pursuant to that certain Fee Letter, dated the authorization of date hereof (the transactions contemplated hereby and any other legal matters relating to each Loan Party“Fee Letter”), the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate among Parent, Truist Securities, Inc. and the Administrative Agent, in each case in form and substance reasonably satisfactory to accordance with the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer terms of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofsuch Fee Letter.
(d) The Administrative Agent shall have received payment from all other costs, fees and expenses (including, without limitation, legal fees and expenses) required to be paid pursuant to Section 11.3 of the BorrowerCredit Agreement, in Same Day Fundsthe case of costs and expenses, for to the account of each Accepting Revolving Credit Lender extent invoiced at least two (other than any Defaulting Lender2) that delivers an executed counterpart signature page to this Agreement at Business Days (or such shorter period as the Borrower may agree) prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Third Amendment Effective Date.
(e) The Administrative Agent representations and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect warranties of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements Parties set forth in Section 2 above are true and correct, and by its signature hereto, each Loan Party hereby certifies as to the definition truth and correctness of “Permitted Refinancing Indebtedness” all such representations and warranties set forth in the Existing Credit Agreementsuch Section.
Appears in 1 contract
Effectiveness. This Agreement Amendment (other than Section 1(a) hereof) shall become effective on and as of the date (such date, the “Amendment No. 1 Effectiveness Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement Amendment that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, each Loan Party and the Borrower, Lenders required pursuant to Section 9.08(b) of the Credit Agreement;
(b) all fees and expenses due to the Administrative Agent, the Collateral Agent, Arrangers and the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only Lenders invoiced at least 2 days prior to the satisfaction of Amendment No. 1 Effectiveness Date (including to the other conditions extent invoiced prior to effectiveness set forth in this the Amendment No. 1 Effectiveness Date, pursuant to Section 4).
(b9 hereof) The 2015 Revolving Credit Commitments of Lenders who required to be paid on the Amendment No. 1 Effectiveness Date shall have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.been paid;
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth of each Borrower and each Guarantor contained in Section 3 of this Amendment shall be true and correct in all material respects on and as of the date hereof.; provided, that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on the date hereof; and
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City timereceived, on May 1, 2012, behalf of itself and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans Lenders on the Revolving Credit Loan Modification Effective Amendment No. 1 Effectiveness Date.
, a written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, special counsel for Holdings and the Borrowers, (eA) The dated the Amendment No. 1 Effectiveness Date, (B) addressed to the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees Lenders on the Amendment No. 1 Effectiveness Date and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counselC) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent and covering such other matters relating to the Loan Modification Offer Arrangers pursuant Parties and the transactions contemplated hereby as the Administrative Agent shall reasonably request, and each of Holdings and the Borrowers hereby instruct its counsel to which it confirms that it consents deliver such opinions;
(e) The Administrative Agent shall have received with respect to this Agreement each Mortgaged Property located in the United States or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (together with a notice about Special Flood Hazard Area status and reaffirms that flood disaster assistance duly executed by the Collateral Documents applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to which it is party will continue to apply in respect coverage under, and a declaration page relating to, the insurance policies required by Section 5.02(b) of the Restated Credit Agreement and the Obligations applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Administrative Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee and (C) identify the address of each property that has improvements located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (iv) be otherwise in form and substance reasonably satisfactory to the Administrative Agent;
(f) the Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (i), (ii), (iii) and (iv) below:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership or certificate of formation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of each such Loan Party as of a recent date from such Secretary of State (or other similar official);
(ii) a certificate of the secretary or assistant secretary or similar officer of each Loan Party dated the Amendment No. 1 Effectiveness Date and certifying:
(A) that attached thereto is a true and complete copy of the by-laws (or limited partnership agreement, limited liability company agreement or other equivalent governing documents) of such Loan Party hereunder and thereunder.as in effect on the Amendment No. 1 Effectiveness Date,
(gB) The that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance of this Amendment to which such person is a party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Amendment No. 1 Effectiveness Date,
(C) that the certificate or articles of incorporation, certificate of limited partnership or certificate of formation of such Loan Party has not been amended since the date of the last amendment thereto disclosed pursuant to clause (i) above,
(D) as to the incumbency and specimen signature of each officer executing this Amendment or any other document delivered in connection herewith on behalf of such Loan Party, and
(E) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party;
(iii) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or similar officer executing the certificate pursuant to clause (ii) above; and
(iv) a certificate of a Responsible Officer of Holdings or the Lead Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and certifying that as of the Amendment No. 1 Effectiveness Date (i) all the Net Cash Proceeds thereof representations and warranties described in Section 4.01(b) are true and correct in all material respects as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall have been applied be true and correct in all material respects as of such earlier date) and (ii) that as of the Amendment No. 1 Effectiveness Date, no Default or Event of Default has occurred and is continuing or would result from any Borrowing to prepay Term Loans occur on the date hereof or the application of the proceeds thereof. With respect to the Amendments in accordance with Section 1(a) only, in addition to subsections (a) through (c) above, the requirements effectiveness of the provisions set forth in Section 1(a) shall be conditioned upon the definition delivery by each Lender to the Administrative Agent of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementa consent to this Amendment.
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Effectiveness. This Amendment and the amendment of the Credit Agreement effected hereby shall become effective on and as of the first date (the "Amendment Effective Date") on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement hereof that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, (i) the Borrower, Borrower and (ii) the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Required Lenders.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received the following, each a certificate of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Financial Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of effect that the representations and warranties set forth in Section 3 hereofhereof are true and correct on and as of the Amendment Effective Date.
(c) The Borrower shall have issued and sold Senior Second Lien Notes for gross proceeds in an aggregate amount not less than $125,000,000. The terms of the Senior Second Lien Notes shall be consistent in all material respects with those described in the Preliminary Offering Memorandum for such Notes dated December 7, 2003, except for (i) changes related to the amount of the Senior Second Lien Notes to be issued or to the pricing of the Senior Second Lien Notes and (ii) changes that shall have been approved by the Administrative Agent.
(d) The Administrative Agent shall have received payment from counterparts of the BorrowerIntercreditor Agreement, in Same Day Funds, for the account executed on behalf of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Dateparty thereto.
(e) The Related Credit Facility shall have been or shall simultaneously be amended in a manner reasonably satisfactory to the Administrative Agent to permit the issuance and sale of the Senior Second Lien Notes and the Revolving other transactions contemplated hereby, in each case in a manner substantially corresponding to the amendments to the Credit Loan Modification Offer Arrangers Agreement effected hereby, to the extent applicable.
(f) The Administrative Agent or the Co-Administrative Agent, as applicable, shall have received all other fees and other amounts due and payable from any Loan Party hereunder or under the Credit Agreement or any other Loan Document on or prior to them in connection with this Agreement and the Amendment Effective Date and, to the extent invoiced before on or prior to the Revolving Credit Loan Modification Amendment Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, charges and disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with hereunder or under the Agreement.
(f) Each Credit Agreement or any other Loan Party Document. The Administrative Agent shall have entered into a written instrument in form notify the Borrower and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Lenders of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Amendment Effective Date, and all the Net Cash Proceeds thereof such notice shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementbe conclusive and binding.
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Effectiveness. This Agreement The effectiveness of this Amendment shall become effective on be subject to the satisfaction (or waiver by the Administrative Agent and as of the date on which each Required Lenders) of the following conditions precedent is satisfied (the date of such dateeffectiveness, the “Revolving Credit Loan Modification Sixth Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement that, when taken together, bear from each Loan Party named on the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrowersignature pages hereto, the Administrative Agent, Agent and the Collateral Agent, Sixth Amendment Consenting Lenders constituting the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Required Lenders either (it being understood that each Lender’s delivery i) a counterpart of an executed signature page shall be irrevocable subject only this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the satisfaction Administrative Agent (which may include facsimile or other electronic transmission of the other conditions to effectiveness set forth in a signed counterpart of this Section 4)Amendment) that such party has signed a counterpart of this Amendment.
(b) The 2015 Revolving Credit Commitments Administrative Agent (or its counsel) shall have received from the Borrower a counterpart of Lenders who have that certain Fee Letter, dated as of the date hereof, in favor of the Administrative Agent and accepted and agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountby the Borrower (the “Fee Letter”), without duplication, signed on behalf of not less than $55,000,000such party (which may include facsimile or other electronic transmission of a signed counterpart of the Fee Letter).
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received Substantially simultaneously with the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan PartySixth Amendment Effective Date, the authorization Administrative Agent shall consent to an amendment to that certain Eighth Amended and Restated Inventory Financing Agreement dated as of the transactions contemplated hereby August 9, 2022 by and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇among ▇▇▇▇▇ & ▇▇▇▇ LLPFargo Commercial Distribution Finance, New York counsel LLC and the Loan Parties party thereto (the “Approved Floorplan Agreement”), in accordance with the terms of the Floorplan Intercreditor Agreement. The Borrower shall provide to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, Administrative Agent all definitive documentation in each case in form and substance reasonably satisfactory to connection with the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofApproved Floorplan Agreement.
(d) The Administrative Agent shall have received payment from all costs, fees and expenses (including, without limitation, legal fees and expenses) required to be paid pursuant to Section 11.3 of the BorrowerCredit Agreement, in Same Day Fundsthe case of costs and expenses, for to the account of each Accepting Revolving Credit Lender extent invoiced at least one (other than any Defaulting Lender1) that delivers an executed counterpart signature page to this Agreement at day (or such shorter period as the Borrower may agree) prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Sixth Amendment Effective Date.
(e) The Administrative Agent representations and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect warranties of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements Parties set forth in Section 3 above are true and correct, and by its signature hereto, each Loan Party hereby certifies as to the definition truth and correctness of “Permitted Refinancing Indebtedness” all such representations and warranties set forth in the Existing Credit Agreementsuch Section.
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Effectiveness. This Agreement Assignment and Amendment shall become effective on and as of the first date (the “Assignment and Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):are satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Agent (or its counsel) shall have received duly executed (a) from the Assignor, the Assignee and each of the Lenders under the Existing Credit Agreement either (A) counterparts of this Agreement that, when taken together, bear the signatures Assignment and Amendment signed on behalf of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender such party or (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only B) written evidence satisfactory to the satisfaction Agent (which may include a facsimile or other electronic transmission of a signed counterpart of the other conditions to effectiveness set forth in this Section 4)Amendment) that such parties have signed counterparts of the Assignment and Amendment.
(b) The 2015 Revolving Credit Commitments Agent shall have received favorable written opinions (addressed to the Agent and the Lenders and dated the Assignment and Amendment Effective Date) of ▇▇▇▇▇ ▇▇▇▇ LLP, New York counsel to the Assignee, covering such matters relating to the Assignee or this Assignment and Amendment as the Agent or Lenders who have agreed shall reasonably request. The Assignee hereby instructs its counsel to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000deliver such opinion to the Agent.
(c) The Revolving Credit Loan Modification Offer Arrangers Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may Agent or its counsel shall reasonably request have requested relating to the organization, existence and good standing of each Loan Partythe Assignee, the authorization of the transactions contemplated hereby by this Assignment and Amendment and any other legal matters relating to each Loan Partythe Assignee, the Loan Documents this Assignment and Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;Agent and its counsel.
(iid) favorable legal opinions from The Agent shall have received a certificate, dated the Assignment and Amendment Effective Date and signed by the president or chief financial officer of the Assignee, confirming the accuracy, as of the Assignment and Amendment Effective Date, with the representations and warranties set forth in Section 7 hereof.
(Ae) SkaddenThe Agent shall have received a certificate, Arpsdated the Assignment and Amendment Effective Date and signed by the chief financial officer of the Assignee, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel as to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel solvency of the Assignee on a consolidated basis after giving effect to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent this Assignment and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case Amendment in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAgent.
(df) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers Lenders shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement the Assignment and invoiced before the Revolving Credit Loan Modification Amendment Effective Date, including reimbursement or payment including, to the extent invoiced, fees and cost reimbursements of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party Assignor hereunder. The Assignor shall have entered into a written instrument in form paid on behalf of the Assignee all fees and substance reasonably satisfactory other amounts payable on the Assignment and Amendment Effective Date pursuant to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderFee Letter.
(g) The Borrower Pay-off Amount and all other amounts payable to or for the account of the Agent or any Lender shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000been, or substantially simultaneously with the occurrence of the Assignment and all Amendment Effective Date will be, paid by the Net Cash Proceeds thereof Assignor.
(h) The Lenders shall have been applied received (i) all documentation and other information about the Assignee and its Affiliates required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (ii) to prepay Term Loans in accordance with the extent that the Assignee or an Affiliate qualifies as a "legal entity customer" under the requirements set forth of the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the definition of “Permitted Refinancing Indebtedness” in the Existing Credit AgreementAssignee or such Affiliate.
Appears in 1 contract
Sources: Borrower Assignment and Assumption Agreement (BrightSphere Investment Group Inc.)
Effectiveness. This Agreement Amendment and the obligation of each 2014 Incremental Term Lender to make a 2014 Incremental Term Loan hereunder shall become effective on and as of the first date on which (such date being referred to as the “2014 Incremental Term Loan Effective Date”) that each of the following conditions precedent is shall have been satisfied (such date, or waived in accordance with the “Revolving terms of the Credit Loan Modification Effective Date”):Agreement:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received this Amendment, executed and delivered by a duly executed counterparts of this Agreement that, when taken together, bear the signatures authorized officer or signatory of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, Borrower and each L/C Issuer, the Swing Line 2014 Incremental Term Lender, and an Acknowledgement of Guarantors, executed and delivered by a duly authorized officer or signatory of each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Guarantor.
(b) The 2015 Revolving Credit Commitments of Lenders who Administrative Agent shall have agreed received a fully executed and delivered funding notice with respect to extend their Revolving Credit Commitments the 2014 Incremental Term Loans, in form and Revolving Credit substance reasonably satisfactory to the Administrative Agent, duly executed and delivered by the Borrower no later than (x) one Business Day prior to the 2014 Incremental Term Loan Effective Date with respect to 2014 Incremental Term Loans that are Base Rate Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit (y) three days prior to the 2014 Incremental Term Loan Effective Date with respect to 2014 Incremental Term Loans shall that are Eurodollar Rate Loans (or such shorter period as may be in an aggregate amount, without duplication, of not less than $55,000,000acceptable to the Administrative Agent).
(c) The Revolving Credit Administrative Agent and the 2014 Incremental Term Loan Modification Offer Arrangers Arranger shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, Holdings and the Borrower and the authorization of the transactions contemplated hereby this Amendment and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent and the 2014 Incremental Term Loan Modification Offer Arrangers;Arranger.
(iid) favorable The Blue Mountain Acquisition shall be consummated simultaneously with the funding of the 2014 Incremental Term Loans in accordance with applicable law and on the terms described in the Blue Mountain Purchase Agreement (without any amendment, modification or waiver thereof or any consent thereunder which is materially adverse to the Borrower, the 2014 Incremental Term Loan Lenders or the 2014 Incremental Term Loan Arranger for the Incremental Facility without the prior written consent of the 2014 Incremental Term Loan Arranger).
(e) The Administrative Agent and the 2014 Incremental Term Loan Arranger shall have received, in form and substance reasonably acceptable to the Administrative Agent and the 2014 Incremental Term Loan Arranger, a legal opinions from (A) opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to Holdings and the Borrower, dated the 2014 Incremental Term Loan PartiesEffective Date and addressed to the Administrative Agent and the 2014 Incremental Term Lenders.
(f) The representations and warranties of Holdings and the Borrower set forth in Section 3 hereof shall be true and correct as of the 2014 Incremental Term Loan Effective Date, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limitedand the Administrative Agent shall have received a certificate, special Bermuda counsel to Holdingsdated the 2014 Incremental Term Loan Effective Date and signed by a Responsible Officer of the Borrower, (C) Hassansconfirming the truth and correctness thereof, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case which shall be in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(eg) The Administrative Agent and the Revolving Credit 2014 Incremental Term Loan Modification Offer Arrangers Arranger shall have received a solvency certificate, in form and substance reasonably acceptable to the Administrative Agent and the 2014 Incremental Term Loan Arranger, executed by a Responsible Officer of Holdings.
(h) As of the 2014 Incremental Term Loan Effective Date, no event shall have occurred and be continuing or would result from the incurrence of the 2014 Incremental Term Loans that would constitute a Default or an Event of Default.
(i) The 2014 Incremental Term Loan Arranger shall have received payment of all fees payable in connection with this Amendment, and the Administrative Agent and the Arranger shall have received all other fees and other amounts due and payable on or prior to them the 2014 Incremental Term Loan Effective Date, including payment of all expenses required to be paid in connection with this Amendment pursuant to Section 9.5 of the Credit Agreement for which reasonably detailed invoices have been presented at least three Business Days prior to the 2014 Incremental Term Loan Effective Date. The Administrative Agent shall notify the Borrower and invoiced before the Revolving Credit Lenders (including the 2014 Incremental Term Lenders) of the 2014 Incremental Term Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to such notice shall be reimbursed or paid by any Loan Party in connection with the Agreementconclusive and binding.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Intrawest Resorts Holdings, Inc.)
Effectiveness. (a) This Restatement Agreement shall become effective on and as of the first date (the “Restatement Effective Date”) on which each of the following conditions precedent is shall have been satisfied (such dateor waived) (which, in the “Revolving Credit Loan Modification Effective Date”):
case of clauses (av) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement thatbelow, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall may be irrevocable subject only to concurrent with the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:specified below):
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing The conditions set forth in Section 7.01 of each Loan Partyof the Existing Facility Agreement and the Restated Facility Agreement shall be satisfied on and as of the Restatement Effective Date immediately before (in the case of the Existing Facility Agreement) and immediately after (in the case of the Restated Facility Agreement) giving effect to this Restatement Agreement (it being understood that solely for the purposes of this condition, the authorization occurrence of the transactions contemplated hereby Restatement Effective Date shall be deemed a Credit Event), and any other legal matters relating the Administrative Agent shall have received a certificate of an Authorized Officer of each of the Obligors, dated the Restatement Effective Date, to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;such effect.
(ii) favorable legal opinions The Administrative Agent shall have received from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, Luxembourg special New York counsel to Intermediate Parent and TDS Intermediate Parentthe Obligors, in each case an opinion in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer Administrative Agent addressed to the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Borrower Lenders and dated the Revolving Credit Loan Modification Restatement Effective Date, certifying as (t) from White & Case LLP, special ▇▇▇▇▇▇▇ and Wales counsel to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the BorrowerAgent, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument opinion in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant Administrative Agent addressed to which it confirms that it consents the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date, (u) from Mallesons ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, special Australian counsel to this Agreement the Administrative Agent, an opinion in form and reaffirms that substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Co-Collateral Documents Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date, (v) from White & Case LLP, special German counsel to which it is party will continue the Administrative Agent, a customary validity opinion in form and substance reasonably satisfactory to apply the Administrative Agent addressed to the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date, (w) from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, special German counsel to the Obligors, an opinion on the valid existence, capacity of and due execution by each German Obligor in respect form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date, (x) from White & Case LLP, special French counsel to the Administrative Agent, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date covering the matters relating to the enforceability and validity of the French law Security Documents, (y) from ▇▇▇▇▇ & Overy LLP, special French counsel to the Obligors, an opinion on the valid existence, capacity of and due execution by each French Obligor in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent and each of the Lenders and dated the Restatement Effective Date, and (z) from Araoz y ▇▇▇▇▇, special Spanish counsel to the Administrative Agent, an opinion in form and substance reasonably satisfactory to the Administrative Agent addressed to the Administrative Agent, the Co-Collateral Agents, the Security Agent and each of the Lenders and dated the Restatement Effective Date.
(iii) The Administrative Agent shall have received: (u) (I) a solvency certificate from an Authorized Officer of each of the Parent Guarantors, substantially in the form of Exhibit J to the Restated Facility Agreement, and (II) certificates of insurance complying with the requirements of Section 9.03 of the Restated Credit Facility Agreement for the business and properties of the Obligations Obligors;
(v) a certificate of good standing with respect to each of the Parent Guarantors and other applicable documents of each Obligor if applicable or customary in the jurisdiction of such Loan Party hereunder Obligor;
(w) all information and thereundercopies of all documents and papers, including records of Business proceedings, governmental approvals, good standing certificates and bring-down telegrams or facsimiles, bankruptcy searches and copies of share registers, if any, which the Administrative Agent reasonably may have requested in connection therewith, such documents and papers where appropriate to be certified by proper Business or Governmental Authorities.
(gx) a copy of a letter duly stamped by the bank of Spain amending the existing filing in accordance with the terms of this Agreement;
(y) each German Obligor incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung) a certified copy of its Articles of Association (Gesellschaftsvertrag/Satzung); a certified copy of the list of its shareholders (Gesellschafterliste); and a certified copy of its commercial register excerpt (Handelsregisterauszug), such certification not being older than fourteen (14) days before the Restatement Effective Date; and
(z) a certificate from each Obligor, dated the Restatement Effective Date, signed by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President or any other Authorized Officer of such Obligor (or in the case of a German Obligor, the managing director (Geschäftsführer)), and, if applicable or customary in the jurisdiction of such Obligor, attested to by the Secretary or any Assistant Secretary of such Obligor, substantially in the form of Exhibit F-2 to the Restated Facility Agreement with appropriate insertions, together with copies of the latest certificate or articles of incorporation and by-laws (or other equivalent organizational documents), as applicable, of such Obligor and, as applicable, the resolutions of such Obligor or in the case of the Australian Obligor, certified extracts of the minutes of a meeting of the Board of Directors or circulating resolutions of Directors (as the case may be), referred to in such certificate and incumbency certificates of such Obligor, and each of the foregoing shall be in form and substance reasonably acceptable to the Administrative Agent.
(iv) The Administrative Agent shall have received a certificate, substantially in the form of Exhibit F-1 to the Restated Facility Agreement, dated the Restatement Effective Date and signed on behalf of each Borrower by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President or any Vice President of such Borrower, certifying on behalf of such Borrower that all of the conditions in Section 6.01, Sections 6.05 through 6.08, inclusive, and 7.01 of the Restated Facility Agreement have been satisfied on such date.
(v) The Borrower shall have issued Permitted Refinancing Indebtedness paid all fees and other amounts due to the Agents (and their relevant affiliates) and the Lenders, including all costs, fees and expenses (including, without limitation, legal fees and expenses) in an aggregate principal amount not less than $175,000,000connection with this Restatement Agreement and any other costs, fees and expenses (including, without limitation, legal fees and expenses) of the Administrative Agent required to be paid or reimbursed pursuant to the Existing Facility Agreement, and all other compensation payable to the Net Cash Proceeds thereof Agents (and their affiliates) or the Lenders to the extent due.
(vi) The Administrative Agent shall have been applied to prepay Term Loans in accordance with received the initial Borrowing Base Certificate meeting the requirements set forth in of Section 9.01(j) of the definition Restated Facility Agreement from the chief financial officer of “Permitted Refinancing Indebtedness” in the Existing Obligors’ Agent.
(vii) After giving effect to the Transaction (and the Credit AgreementEvents hereunder), Excess Availability shall equal or exceed £28,000,000.
(b) The Administrative Agent shall notify the Parent Guarantors and the Lenders of the Restatement Effective Date and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Toys R Us Inc)
Effectiveness. This Agreement Incremental Term Facility Amendment shall become effective on and as of the date (the “Fourth Incremental Amendment Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Incremental Term Facility Amendment that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent, TDS Intermediate Parent, (ii) the Borrower, (iii) each other Guarantor (iv) the Administrative Agent, the Collateral Agent(iv) each 2017 B-1 Incremental Term Lender and (v) solely with respect to Section 3 hereof, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Lenders constituting Required Lenders (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only immediately after giving effect to the satisfaction incurrence of the other conditions to effectiveness set forth in this Section 42017 B-1 Incremental Term Loans).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed a certificate signed by a Responsible Officer of the signing Loan Party:Borrower certifying that the condition set forth in clause (f) below has been satisfied on or as of the Fourth Incremental Amendment Effective Date;
(ic) the Existing Term B Loans of each Non-Converting Lender and the Non-Converting Portion of Existing Term B Loans of each 2017 Converting B-1 Term Lender shall be repaid in cash with the proceeds received from the 2017 B-1 Incremental Term Loans established pursuant to this Incremental Term Facility Amendment and all accrued interest, fees and premiums (if any) in connection with such Existing Term B Loans and the other Existing Term B Loans shall have been paid;
(d) the Administrative Agent shall have received a certificate from the chief financial officer of the Borrower substantially in the form of the certificate delivered pursuant to Section 4.01(a)(vi) to the Credit Agreement (with appropriate modifications to reflect the consummation of the transactions contemplated by this Incremental Term Facility Amendment on the Fourth Incremental Amendment Effective Date) attesting to the Solvency of the Borrower and its Subsidiaries (taken as a whole) after giving effect to this Incremental Term Facility Amendment and the transactions contemplated hereby;
(e) the Administrative Agent shall have received such other documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, Party and the authorization of this Incremental Term Facility Amendment and amendment of the transactions contemplated hereby Credit Agreement and any the other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(iif) all of the conditions specified in Section 2.14 of the Credit Agreement with respect to the 2017 B-1 Incremental Term Loans shall have been satisfied;
(g) the Administrative Agent shall have received favorable customary legal opinions from of (Ai) Skadden, Arps, Slate, Young ▇▇▇▇▇▇▇ Stargatt & ▇▇▇▇▇▇ LLP, Delaware counsel to the Loan Parties and (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case case, as to any matter reasonably requested by the Administrative Agent, addressed to each Lender party hereto and the Administrative Agent, dated the Fourth Incremental Amendment Effective Date and in form and substance reasonably satisfactory to the Revolving Credit Administrative Agent, which the Loan Modification Offer Arrangers; andParties hereby request such counsel to deliver;
(iiih) a certificate from a Responsible Officer no Default exists as of the Borrower dated the Revolving Credit Loan Modification Fourth Incremental Amendment Effective Date, certifying as both before and immediately after giving effect to this Incremental Term Facility Amendment and the accuracy transactions contemplated hereby;
(i) all of the representations and warranties of the Borrower and each of the other Loan Parties set forth in Section 3 hereof.Article V of the Credit Agreement and in the other Loan Documents (including this Incremental Term Facility Amendment) are true and correct in all material respects on and as of the Fourth Incremental Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of such earlier date; provided that any representation or warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language is true and correct (after giving effect to any qualification therein) in all respects on such respective dates;
(dj) The the Administrative Agent and the arranger of this Incremental Term Facility Amendment, as applicable, shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Fourth Incremental Amendment Effective DateDate and, including to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Party in connection with Document, including the Agreement.reasonable fees, charges and disbursements of counsel for the Administrative Agent; and
(fk) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness paid to the Administrative Agent for the account of each 2017 B-1 Incremental Term Lender, a non-refundable upfront fee in Dollars and in immediately available funds in an amount equal to 0.125% of the aggregate principal amount of 2017 B-1 Incremental Term Commitments of such 2017 B-1 Incremental Term Lender as in effect on the Fourth Incremental Amendment Effective Date. Such fees shall be fully earned when paid and shall not less than $175,000,000be refundable for any reason whatsoever. The Administrative Agent shall notify the Borrower and the 2017 B-1 Incremental Term Lenders of the Fourth Incremental Amendment Effective Date, and all the Net Cash Proceeds thereof such notice shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementbe conclusive and binding.
Appears in 1 contract
Effectiveness. This Agreement shall not become effective unless and until the Notes are converted into Conversion Shares. [The remainder of this page has been intentionally left blank.] SCHEDULE C-1 PLAN OF DISTRIBUTION The Selling Stockholders and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility (including, without limitation, the Nasdaq National Market and as of the date over the counter market) on which each the shares are traded or in private transactions, subject to applicable law. These sales may be public or private at prices prevailing in such market, fixed prices or prices negotiated at the time of sale. The shares may be sold by the Selling Stockholders directly to one or more purchasers, through agents designated from time to time or to or through broker-dealers designated from time to time. In the event the shares are publicly offered through broker-dealers or agents, the selling stockholders may enter into agreements with respect thereto. The Selling Stockholders may, subject to applicable law, also use any one or more of the following conditions precedent methods when selling shares: -- ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; -- block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; -- purchases by a broker-dealer as principal and resale by the broker-dealer for its account; -- an exchange distribution in accordance with the rules of the applicable exchange; -- privately negotiated transactions; -- short sales broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share; -- a combination of any such methods of sale; or -- any other method permitted pursuant to applicable law. The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is satisfied (such datecustomary in the types of transactions involved. The Selling Stockholder may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the “Revolving Credit Loan Modification Effective Date”):
(a) pledgees or secured parties may offer and sell the shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3), or other applicable provision of the Securities Act of 1933, amending the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts Selling Stockholders also may transfer the shares of common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this Agreement thatprospectus. The Selling Stockholders and the broker-dealers or agents that participate in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act in connection with such sales. In such event, when taken togetherany discounts and any commissions received by such broker-dealers or agents and any profit on the sale of the shares purchased by them and any discounts or commissions might be deemed to be underwriting discounts or commissions under the Securities Act. Any such broker-dealers and agents may engage in transactions with, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parentand perform services for, the BorrowerCompany. At the time a particular offer of shares is made by the selling stockholders, to the extent required, a prospectus will be distributed which will set forth the aggregate number of shares being offered, and the terms of the offering, including the public offering price thereof, the Administrative Agentname or names of any broker-dealers or agents, any discounts, commissions and other items constituting compensation from, and the resulting net proceeds to, the Collateral AgentSelling Stockholders. In order to comply with the securities laws of certain states, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery sales of an executed signature page shall be irrevocable subject only shares offered hereby to the satisfaction public in such states may be made only through broker-dealers who are registered or licensed in such states. Sales of shares offered hereby must also be made by the Selling Stockholders in compliance with other applicable state securities laws and regulations. The Company is required to pay all fees and expenses incident to the registration of the other conditions shares, including fees and expenses of one counsel for all Selling Stockholders in an amount not to effectiveness set forth in this Section 4).
(b) exceed $25,000; provided, that the Selling Stockholders are required, severally and not jointly, to pay all underwriting fees and discounts, selling commissions, brokerage fees and stock transfer taxes applicable to shares sold by such Selling Stockholders hereby. The 2015 Revolving Credit Commitments of Lenders who have Company has agreed to extend their Revolving Credit Commitments indemnify the Selling Stockholders against certain losses, claims, damages and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be liabilities, including liabilities under the Securities Act. SCHEDULE C-2 PURCHASER'S CERTIFICATE OF SUBSEQUENT SALE1 The undersigned, an officer of, or other person duly authorized by the Purchaser named below hereby certifies to the Company, as defined in an aggregate amountthe Registration Right Agreement for Conversion Shares, without duplicationdated as of February 12, of not less than $55,000,000.
2003 (cthe "Agreement") The Revolving Credit Loan Modification Offer Arrangers shall have received that he/she (said institution) is the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer Purchaser of the signing Loan PartyConversion Shares evidenced by the attached certificate, and as such, sold such Conversion Shares on ___________________, 200__ in accordance with:
(i) such documents Registration Statement number ______________________________, in the manner indicated under "Plan of Distribution" in the current prospectus and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organizationhas delivered a current prospectus, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;or
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel Pursuant to the Loan Partiesapplicable requirements of Rule 144 of the Securities Act of 1933, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentas amended, in each case in form which case, a copy of Form 144 as filed with the Securities and substance reasonably satisfactory to Exchange Commission, together with the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer representation letter of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent undersigned and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementbroker's representation letter are enclosed.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Registration Rights Agreement (Indus International Inc)
Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, date being referred to as the “Revolving Credit Loan Modification Amendment No. 2 Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that), when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction upon which all of the other conditions to effectiveness set forth in this Section 4)7 shall be satisfied. In the event that the conditions set forth in this Section 7 are not satisfied on or before October 15, 2009, then this Agreement shall be of no force or effect.
(bi) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each one or more counterparts of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly this Agreement duly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization Required LC Lenders, the Required Lenders, Wachovia and Bank of America;
(ii) the Amendment No. 1 Effective Date (as defined in Amendment No. 1) shall have occurred;
(iii) Bank of America shall have established a deposit account at Bank of America with the title “The Bank of New York Mellon f/b/o Lenders for Spectrum Brands 2007 Credit Agreement LC Deposit Account” (the “LC Deposit Account”) and Wachovia shall have caused the LC Deposit of each LC Lender in the Wachovia LC Deposit Account with the title “Bank of New York Mellon f/b/o Lenders for Spectrum Brands 2007 Credit Agreement LC Deposit Account” (the “Wachovia LC Deposit Account”) to be transferred to the LC Deposit Account (the amounts so transferred, the “LC Deposit Transfer Amount”);
(iv) the Borrower (or such Person as the Borrower shall designate) shall have deposited into the LC Deposit Account an amount of cash equal to the excess of the transactions contemplated hereby aggregate LC Commitments as of the Amendment No. 2 Effective Date over the LC Deposit Transfer Amount;
(v) Wachovia shall have paid to the Administrative Agent, for distribution among the LC Lenders, all accrued but unpaid LC Deposit Return through the Amendment No. 2 Effective Date;
(vi) the Borrower shall have paid to the Administrative Agent, all accrued but unpaid fees and expenses under the Fee Letter;
(a) the Borrower shall have requested that Bank of America, as successor LC Issuer, issue a Letter of Credit for the benefit of Bank of America in an amount equal to 5.0% of the aggregate LC Commitments outstanding on the Amendment No. 2 Effective Date, which Letter of Credit shall be available to be drawn by Bank of America in the event that the Borrower shall not make any payment of fees, expenses or other amounts to an LC Issuer when due pursuant to the terms of the Credit Agreement and (b) such Letter of Credit shall be issued substantially simultaneously with the occurrence of the Amendment No. 2 Effective Date;
(viii) (a) the Borrower shall have requested that Bank of America, as successor LC Issuer, issue a Letter of Credit for the benefit of Wachovia in an amount equal to 110.0% of the aggregate face amount of all Letters of Credit issued by Wachovia and outstanding immediately prior the Amendment No. 2 Effective Date, which Letter of Credit shall be in form and substance reasonably satisfactory to Wachovia and (b) such Letter of Credit shall be issued on or prior to the occurrence of the Amendment No. 2 Effective Date;
(ix) the Borrower shall have paid to the Administrative Agent, for the account of each LC Lender, all accrued but unpaid amounts pursuant to the last sentence of Section 2.03(p) of the Credit Agreement (without giving effect to this Agreement);
(x) the Borrower shall have paid to Wachovia all accrued but unpaid fees under the Existing Fee Letter and any other legal matters relating accrued but unpaid fees owing by any Loan Party to each Loan Party, Wachovia in connection with its roles as Deposit Agent or LC Issuer; and
(xi) the Loan Documents or the transactions contemplated hereby, all Bankruptcy Court (as defined in Amendment No. 1) shall have entered an order in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Administrative Agent, which order shall (a) approve this Agreement, authorize entry into and execution of this Agreement and performance of all obligations hereunder by each Loan Party and (b) provide that the Credit Agreement, as amended by Amendment No. 1 thereto and as amended hereby shall constitute legal, valid, binding and authorized obligations of the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans enforceable in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementits terms.
Appears in 1 contract
Effectiveness. This Agreement shall become effective on and as of the date on which that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”or waived in accordance with Section 8.5):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, receipt by the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, Agent of counterparts hereof signed by each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).parties hereto;
(b) The 2015 Revolving Credit Commitments receipt by each of Lenders who have agreed the Banks of an opinion of counsel to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be the Borrowers, in an aggregate amount, without duplication, of not less than $55,000,000.form reasonably satisfactory to the Administrative Agent in all respects;
(c) The Revolving receipt by the Administrative Agent of a manually signed certificate from the Secretary of each Borrower that was not previously a borrower under the Prior Credit Loan Modification Offer Arrangers shall have received Agreement, in form and substance satisfactory to the followingAdministrative Agent and dated the Effective Date, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
as to (i) such documents the incumbency of, and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Partybearing manual specimen signatures of, the authorization Authorized Signatories of the transactions contemplated hereby such Borrower, (ii) certifying and any other legal matters relating to each Loan Partyattaching copies of (A) such Borrower’s Organization Documents as then in effect, the Loan Documents (B) duly authorized resolutions of such Borrower’s board of directors or trustees authorizing the transactions contemplated hereby, (C) the Prospectus and (D) all amendments to the Borrower’s investment objectives, policies and restrictions since the date of the Prospectus;
(d) receipt by the Administrative Agent of an Allocation Notice;
(e) receipt by the Administrative Agent of all documents, opinions and instruments it may reasonably request prior to the execution of this Agreement relating to compliance with applicable rules and regulations promulgated by Governmental Authorities, the existence of each Borrower, the authority for and the validity and enforceability of this Agreement and the other Loan Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent and its counsel;
(iif) favorable legal opinions from receipt by the Administrative Agent of payment of all fees and expenses (Aincluding fees and disbursements of special counsel for the Administrative Agent) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to then payable hereunder and under the other Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersDocuments; and
(iiig) a certificate from a Responsible Officer all obligations under the Prior Credit Agreement shall have been re-paid and all commitments of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) any lender thereunder shall have terminated. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrowers and the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Banks of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of Effective Date and such Lender that are converted into 2015 Revolving Credit Commitments notice shall be conclusive and 2015 Revolving Credit Loans binding on the Revolving Credit Loan Modification Effective Dateall parties hereto.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Blackrock Fundamental Growth Fund, Inc.)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each first written above when the Administrative Agent has received, or shall be satisfied that it will substantially concurrently receive:
1.a counterparts hereof signed by the Borrower and the Lenders;
1.b a certificate of the following conditions precedent is satisfied secretary of the Borrower (i) attaching resolutions approving this Amendment (either specifically or by general resolution), (ii) certifying that neither such dateBorrower’s certificate of incorporation, nor its bylaws has been amended, supplemented or otherwise modified since January 10, 2019 or, if so, attaching true, complete and correct copies of any such amendment, supplement or modification and (iii) certifying that the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof individuals listed on the Secretary’s Certificate delivered to the Administrative Agent on January 10, 2019 remain duly elected or appointed, as the case may be, and shall have received duly executed counterparts qualified authorized officers of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, in each case having the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only title set forth opposite their respective names or certifying as to the satisfaction incumbency of authorized persons of the other conditions to effectiveness set forth in Borrower executing this Section 4).Amendment;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating 1.c favorable written opinions from counsel to the organizationBorrower, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer 1.d payment of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying an upfront fee as to the accuracy of the representations and warranties set forth in Section 3 that certain Fee Letter, dated as of the date hereof.
(d) The , between the Administrative Agent shall have received payment from and the Borrower, in Same Day Funds, ;
1.e payment for the account of each Accepting Revolving Credit Lender (other than any Defaulting the Exiting Lender) that delivers an executed counterpart signature page , all principal, accrued interest and fees owing to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% such Exiting Lender; and
1.f payment of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable by the Borrower on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Datedate hereof, including including, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket costs and expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the AgreementBorrower hereunder.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Allete Inc)
Effectiveness. This Agreement Amendment shall become effective on effective, and as the “Fourth Amendment Effective Date” shall be deemed to have occurred, upon the occurrence or satisfaction of the date on which each of the following events and conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):below:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart the execution and delivery hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, by the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Agent and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Lenders;
(b) The 2015 Revolving Credit Commitments the execution and delivery by the Subsidiary Guarantors of Lenders who have agreed to extend their Revolving Credit Commitments an Affirmation of Guaranty and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be Loan Documents in an aggregate amount, without duplication, the form of not less than $55,000,000.Exhibit A hereto;
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer certificate of the signing Loan Party:
secretary or an assistant secretary of the Borrower certifying that (i) such documents since June 19, 2015 there has been no change in the certificate of incorporation of the Borrower or the Borrower’s bylaws, and certificates (ii) attached thereto is a true, correct and complete copy of (A) resolutions duly adopted by the board of directors (or other governing body) of the Borrower authorizing the transactions contemplated hereunder and the execution, delivery and performance of this Amendment and (B) a certificate as of a recent date of the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization Borrower under the law of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangersits jurisdiction of organization;
(iid) the Administrative Agent shall have received a favorable legal opinions from (A) Skadden, Arps, Slate, opinion of Pillsbury ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedLLP, special Bermuda counsel to Holdingsthe Borrower, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory addressed to the Revolving Credit Loan Modification Offer Arrangers; andAdministrative Agent and the Lenders with respect to the Borrower, this Amendment and such other matters as the Administrative Agent shall reasonably request;
(iiie) the Administrative Agent shall have received satisfactory projections for the Borrower and its Subsidiaries through the Borrower’s fiscal year 2018;
(f) the Administrative Agent shall have received a certificate from of a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Fourth Amendment Effective Date, certifying as that, both immediately before and immediately after giving effect to the accuracy this Amendment, (i) each of the representations and warranties set forth of the Borrower contained in Section 3 hereof.the Credit Agreement is true and correct in all material respects on and as of the Fourth Amendment Effective Date as if made on such date, except for (A) any representation or warranty qualified by materiality or Material Adverse Effect, in which case such representation or warranty is true and correct in all respects, and (B) any representation and warranty made as of an earlier date, which representation and warranty was true and correct as of such earlier date and (ii) no Default or Event of Default has occurred and is continuing;
(dg) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable required to them in connection with this Agreement and invoiced be paid on or before the Revolving Credit Loan Modification Fourth Amendment Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable feesfees and disbursements of legal counsel for the Administrative Agent) for which invoices have been presented on or prior to the Fourth Amendment Effective Date;
(h) no action, disbursements and proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Amendment or any of the other charges of Loan Documents or the transactions contemplated hereby or thereby; and
(i) the Administrative Agent (or its counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument received, in form and substance reasonably satisfactory to it, such additional certificates, documents and other information as the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderAdministrative Agent shall reasonably require.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Agreement The effectiveness of this Amendment and the Revolver Increase are subject solely to the satisfaction of the following conditions precedent:
(i) this Amendment shall become effective have been executed by Nordson, the Administrative Agent, the Required Banks and the Increasing Banks, and counterparts hereof as so executed shall have been delivered to the Administrative Agent;
(ii) the appropriate Note for the account of each Increasing Bank that has requested the same at least two Business Days in advance of the First Amendment Effective Date shall have been executed by Nordson and delivered to the Administrative Agent;
(iii) the Administrative Agent shall have received (A) a copy of the resolutions of the Board of Directors of Nordson relating to this Amendment and the Revolving Increase, and of all documents evidencing other necessary corporate action, as the case may be, and governmental approvals, if any, with respect to the execution, delivery and performance by Nordson of this Amendment and the Revolver Increase, all of which documents shall be in form and substance satisfactory to the Administrative Agent, and (B) a secretary’s certificate reasonably acceptable to the Administrative Agent (including evidence of authority and incumbency);
(iv) the Administrative Agent shall have received: (A) a copy of the Organizational Documents of Nordson and any and all amendments and restatements thereof, certified as of a recent date, in the case of the Articles of Incorporation of Nordson, by the Secretary of State of Ohio or, in the case of each other Organizational Document, certified by the secretary of Nordson; and (B) a copy of a good standing certificate from the Secretary of State of Ohio, dated as of a recent date, certifying as to the good standing of Nordson;
(v) all representations and warranties of Nordson contained herein or in the other Loan Documents 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 date on hereof, except to the extent that such representations and warranties expressly relate to an earlier specified date, in which each case such representations and warranties shall have been true and correct in all material respects as of the following conditions precedent is satisfied date when made; and
(such date, the “Revolving Credit Loan Modification Effective Date”):
vi) Nordson shall have (a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof paid to the Administrative Agent, for the benefit of the Banks and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agentfees required to be paid pursuant to that certain Engagement Letter, dated as of June 13, 2018 and effective as of June 15, 2018, by and between the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Administrative Agent and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
Nordson and (b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received reimbursed the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, fees and disbursements and other charges of counselcounsel to the Administrative Agent) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form preparation, negotiation and substance reasonably satisfactory effectiveness of this Amendment and any other amounts due and payable by Nordson under the Credit Agreement on or prior to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderdate hereof.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Nordson Corp)
Effectiveness. This Agreement shall become effective on and the Credit Agreement shall be amended as of provided in this Agreement upon the date on which each occurrence of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers the Borrowers and the Banks shall have delivered duly and validly executed a counterpart hereof and shall have received duly executed counterparts originals of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).Agent;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments the representations and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans warranties in this Agreement shall be true and correct in an aggregate amount, without duplication, of not less than $55,000,000.all material respects;
(c) The Revolving Credit Loan Modification Offer Arrangers the following documents shall have received been executed and delivered to the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyAgent:
(i) a duly completed Acquisition Certificate regarding the acquisition of Fibercast;
(ii) a duly completed Borrowing Base and Compliance Certificate giving effect to the acquisition of Fibercast;
(iii) a Joinder Agreement by Fibercast in the form of Exhibit J to the Credit Agreement revised to also add Fibercast as a party to the Security Agreement executed by the Company's Subsidiaries;
(iv) an amendment to the Company's Pledge Agreement pledging all of the issued and outstanding capital stock of Fibercast, share certificates evidencing such capital stock, and stock powers in blank for such share certificates;
(v) a Guarantors' reaffirmation in form satisfactory to the Agent;
(vi) appropriate UCC-1 financing statements for filing in each jurisdiction required by the Security Agreement after the joinder of Fibercast;
(A) a secretary's certificate of Fibercast certifying true copies of Fibercast's articles of incorporation, bylaws, and resolutions authorizing its execution and delivery of the documents required by this Agreement and specimen signatures of Fibercast's officers authorized to sign such documents and (B) certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, of existence and good standing of each Loan Party, the authorization for Fibercast from Delaware and Oklahoma;
(viii) a true copy of the transactions contemplated hereby Purchase Agreement and any other all amendments thereto; and
(ix) such lien releases and amendment and revolving credit termination documentation as the Agent may request from the Bank of Oklahoma and Fibercast;
(d) the Agent shall have received a legal matters relating opinion from counsel to each Loan Party, the Loan Documents or the transactions contemplated hereby, all Borrowers in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAgent;
(iie) favorable legal opinions from (A) Skaddencontemporaneously with or before the effectiveness of this Agreement, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent Company's acquisition of Fibercast shall have been consummated in accordance with the terms of the Purchase Agreement and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, all governmental approvals required in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangersconnection therewith shall have been received; and
(iiif) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as Borrowers shall have paid all reasonable expenses payable to the accuracy of Bank under the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall Loan Documents, including all attorneys' fees which have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012been invoiced, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of any fees agreed on between the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent Company and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them Bank in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Amendment Agreement shall become effective without any further action or consent by any party, on and as of the date on which (the “Eighth Amendment Effective Date”), when each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and been satisfied:
A. the Administrative Agent shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, from the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to constituting the Loan Parties, (B) Required ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limiteda duly executed counterpart of this Amendment;
B. substantially concurrently with the Eighth Amendment Effective Date, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory the Borrower shall have consummated an amendment to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) Agreement, which shall, among other things, have the effect of requiring a certificate from a Responsible Officer prepayment of the Borrower dated certain loans under the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than of $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance 270,000,000 with the requirements proceeds of the transactions contemplated by the Equity and Asset Purchase Agreement, dated as of March 26, 2025, by and among Atlantic Energy Holdings LLC, the Borrower and Excelerate Energy Limited Partnership (the “Eighth Amendment Asset Sale”), in form and substance as set forth in the definition draft amendment to such document delivered to the Administrative Agent by counsel to the Borrower on May 12, 2025 or on such other terms and conditions as are satisfactory to the Administrative Agent and the existing Required Lenders in their sole discretion;
C. substantially concurrently with the Eighth Amendment Effective Date, the Borrower shall have consummated an amendment to the Term Loan A Credit Agreement, which shall, among other things, have the effect of “Permitted Refinancing Indebtedness” requiring a prepayment of certain loans under the Term Loan A Credit Agreement in an aggregate principal amount of $55,000,000 with the proceeds of the transactions contemplated by the Eighth Amendment Asset Sale, in form and substance as set forth in the Existing Credit Agreement.draft amendment to such document delivered to the Administrative Agent by counsel to the Borrower on May 12, 2025 or on such other terms and conditions as are satisfactory to the Administrative Agent and the existing Required Lenders in their sole discretion; D. as of the Eighth Amendment Effective Date, both before and after giving effect to this Amendment: (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties contained herein shall be true and correct in all material respects, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date; provided that, in each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text hereof; and
Appears in 1 contract
Sources: Eighth Amendment Agreement (New Fortress Energy Inc.)
Effectiveness. This Agreement As a condition precedent to the effectiveness of this Amendment and the Bank’s obligation to make further Advances under the Revolving Line, the Bank shall become effective on have received the following documents prior to or concurrently with this Amendment, each in form and substance acceptable to Bank:
9.1 this Amendment duly executed by each party hereto;
9.2 copies, certified by a duly authorized officer of Borrower, to be true and complete as of the date on which hereof, of each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject but only to the satisfaction of the other conditions extent modified or amended since last delivered to effectiveness set forth in this Section 4).
(bBank) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such the governing documents of Borrower as in effect on the date hereof, (ii) the resolutions of Borrower authorizing the execution and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing delivery of each Loan Partythis Amendment, the authorization other documents executed in connection herewith and Borrower’s performance of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or all of the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) an incumbency certificate giving the name and bearing a specimen signature of each individual who shall be so authorized on behalf of Borrower;
9.3 a good standing certificate from a Responsible Officer of Borrower, certified by the Secretary of State of the state of incorporation of Borrower, and each jurisdiction in which Borrower is qualified to do business, dated the Revolving Credit Loan Modification Effective Date, certifying as of a date no earlier than thirty (30) days prior to the accuracy date hereof;
9.4 certified copies, dated as of the representations a recent date, of financing statement and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the other lien searches of Borrower, in Same Day Fundsas Bank may request and which shall be obtained by Bank, for the account of each Accepting Revolving Credit Lender accompanied by written evidence (other than including any Defaulting LenderUCC termination statements) that delivers an executed counterpart signature page to this Agreement at or the Liens revealed in any such searched either (i) will be terminated prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement., or (ii) in the sole discretion of Bank, will constitute Permitted Liens;
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably 9.5 evidence satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms Bank that the Collateral Documents to which it is party will continue to apply insurance policies require for Borrower are in respect fully force and effect, together with appropriate evidence showing lender loss payable and additional insured clauses or endorsements in favor of Bank;
9.6 the Updated Perfection Certificate;
9.7 Borrower’s payment of (i) the portion of the Restated Credit Agreement and 2018 Commitment Fee due on the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Fifth Amendment Effective Date, and all (ii) Bank’s legal fees and expenses incurred in connection with this Amendment; and
9.8 such additional documents as Bank may reasonably request to effectuate the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition terms of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementthis Amendment.
Appears in 1 contract
Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers amendment and restatement contemplated by Section 2 shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction become effective as of the other conditions to effectiveness set forth in this Section 4).
first date (bthe “First Amendment Effective Date”) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyon which:
(i) such documents The Agent shall have received counterparts hereof duly executed and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of delivered by each Loan Party, the authorization of the transactions contemplated hereby Borrower and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;Required Lenders.
(ii) The Agent shall have received a favorable legal opinions from opinion of each of (Ai) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent Borrower and (Dii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇Sari, Luxembourg counsel to Intermediate Parent and TDS Intermediate ParentGeneral Counsel of the Borrower, in each case addressed to the Agent and the Lenders and dated the First Amendment Effective Date, in substantially the forms of Exhibits J-1 and J-2 to the Original Credit Agreement, modified, however, to address this Amendment, and covering such other matters relating to the Loan Parties, the other Senior Loan Documents, the Senior Collateral and the transactions contemplated hereby to occur on the First Amendment Effective Date as the Agent may reasonably request, and otherwise reasonably satisfactory to the Agent. The Borrower hereby requests such counsel to deliver such opinions.
(iii) The Agent shall have received such documents and certificates as the Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of this Amendment and the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAgent.
(div) The Administrative To the extent invoiced at least two days prior to the date hereof, the Agent shall have received payment from the Borrower, in Same Day Funds, for the account or reimbursement of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all its reasonable documented out-of-pocket expenses (in connection with this Amendment, including the reasonable fees, charges and disbursements and other charges of counselcounsel for the Agent.
(v) required To the extent invoiced at least two days prior to be reimbursed or paid the date hereof, CGMI shall have received payment of all fees owed to them by any Loan Party the Borrower in connection with this Amendment and the Agreementtransactions contemplated hereby.
(fb) Each Loan Party The waiver contemplated by Section 3 shall become effective as of the first date (the “Waiver Effective Date”) on which the Agent shall have entered into a written instrument in form received counterparts hereof duly executed and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect delivered by each of the Restated Credit Agreement Borrower and the Obligations Required Lenders. The Agent shall notify the Borrower and the Lenders of the First Amendment Effective Date and the Waiver Effective Date and such Loan Party hereunder notice shall be conclusive and thereunderbinding.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the first date on which (such date being referred to as the “Fifth Amendment Effective Date”) that each of the following conditions precedent is shall have been satisfied (such date, or waived in accordance with the “Revolving terms of the Credit Loan Modification Effective Date”):Agreement:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received this Amendment, executed and delivered by a duly executed counterparts authorized officer or signatory of this Agreement that, when taken together, bear the signatures of (i) Holdings, Intermediate Parent, TDS Intermediate Parent, (ii) the Borrower, (iii) the Administrative Agent, Consenting Lenders representing the Collateral Agent, Required Lenders under the Revolving Credit Loan Modification Offer Arrangers, Agreement (as in effect immediately prior to effectiveness of this Amendment) and each L/C Issuer, of the Swing Line Lenders directly affected by this Amendment and (iv) the Replacement Lender, which together with such Consenting Lenders, shall represent each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions Lenders directly affected by this Amendment after giving effect to effectiveness set forth in this any assignment contemplated by Section 4)5 below, and an Acknowledgement of Guarantors, executed and delivered by a duly authorized officer or signatory of each Guarantor.
(b) The 2015 Revolving Administrative Agent shall have received a duly executed Assignment and Acceptance in respect of each Non-Consenting Lender’s Initial Term Loans in accordance with Section 2.24 of the Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000Agreement.
(c) The Revolving Credit Loan Modification Offer Arrangers representations and warranties of Holdings and the Borrower set forth in Section 2 hereof shall be true and correct as of the Fifth Amendment Effective Date, and the Administrative Agent shall have received a certificate, dated the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed Fifth Amendment Effective Date and signed by a Responsible Officer of the signing Loan Party:
(i) such documents Borrower, confirming the truth and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organizationcorrectness thereof, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all which shall be in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAdministrative Agent.
(d) The Administrative Agent As of the Fifth Amendment Effective Date, no event shall have received payment occurred and be continuing or would result from the Borrower, in Same Day Funds, for the account consummation of each Accepting Revolving Credit Lender (other than any Defaulting Lender) this Amendment that delivers would constitute a Default or an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% Event of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective DateDefault.
(e) The DBSI shall have received payment of all fees payable in connection with this Amendment, and the Administrative Agent and the Revolving Credit Loan Modification Offer Fifth Amendment Arrangers shall have received all other fees and other amounts due and payable on or prior to them the Fifth Amendment Effective Date, including payment of all expenses required to be paid in connection with this Amendment pursuant to Section 9.5 of the Credit Agreement or otherwise and invoiced before for which reasonably detailed invoices have been presented at least three Business Days prior to the Revolving Credit Loan Modification Fifth Amendment Effective Date. The Administrative Agent shall notify the Borrower and the Lenders of the Fifth Amendment Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to such notice shall be reimbursed or paid by any Loan Party in connection with the Agreementconclusive and binding.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Intrawest Resorts Holdings, Inc.)
Effectiveness. This Agreement shall become effective on Subject to acceptance and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, recording thereof by the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Agent pursuant to Section 11.06(c) (it being understood and agreed that the Administrative Agent shall not be required to accept any Assignment and Assumption or to record the information contained therein if the Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation (and shall incur no Liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the assigning Lender and the assignee), from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s delivery of an executed signature page rights and obligations under this Agreement, such Lender shall cease to be irrevocable subject only a party hereto but shall continue to be entitled to the satisfaction benefits of Sections 3.01, 3.04, 3.05 and 11.04 with respect to facts and circumstances occurring prior to the other conditions effective date of such assignment); provided that except to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have the extent otherwise expressly agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountby the affected parties, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed no assignment by a Responsible Officer Defaulting Lender will constitute a waiver or release of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing any claim of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions party hereunder arising from (A) Skadden, Arps, Slate, that ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP’s having been a Defaulting Lender. Upon request, New York counsel the Borrower (at its expense) shall execute and deliver a Note to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) assignee Lender. Any assignment or transfer by a certificate from a Responsible Officer Lender of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to rights or obligations under this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% that does not comply with this Section 11.06(b) shall be treated for purposes of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of this Agreement as a sale by such Lender that are converted into 2015 Revolving Credit Commitments of a participation in such rights and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans obligations in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit AgreementSection 11.06(d).
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Concentrix Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which hereof, subject to the satisfaction of each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed receipt by the Administrative Agent of counterparts of this Agreement that, when taken together, bear Amendment (whether by facsimile or otherwise) executed by each of the signatures parties hereto;
(b) receipt by the Administrative Agent of Holdings, Intermediate Parent, TDS Intermediate Parent, counterparts of the Borrower, Fee Letter (whether by facsimile or otherwise) executed by each of the parties thereto;
(c) receipt by the Administrative Agent of a standard corporate enforceability opinion addressed to the Administrative Agent, the Collateral AgentLender, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, LC Bank and the Swing Line Lender, each 2015 Dollar Revolving Credit Lender LC Participants covering such matters as the Administrative Agent may reasonably request in form and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only substance satisfactory to the satisfaction Administrative Agent;
(d) receipt by the Administrative Agent of resolutions and secretary’s certificates of the other conditions to effectiveness set forth Borrower and the Servicer in connection with this Section 4).Amendment and the transactions contemplated hereby;
(be) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have evidence received by the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
Administrative Agent that (i) such documents the “Upfront Fee” under and certificates as defined in the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to Fee Letter and (ii) each other fee or other amount owing by the organization, existence and good standing of each Loan Party, Borrower on the authorization of the transactions contemplated hereby and date hereof under any other legal matters relating to each Loan Party, the Loan Documents Transaction Document or in connection with this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory each case, have been paid in fully in accordance with the terms of the Fee Letter or such other document to which such fee or amount is payable; provided that (x) the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) SkaddenBorrower shall not be required to pay any fees, Arpscosts, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York expenses or disbursements of internal counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving or any other Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.execution of this Amendment or the transactions contemplated hereby and (y) the fees, costs, expenses and disbursement of external counsel to the Administrative Agent and any other Credit Party in connection with the execution of this Amendment and the transactions contemplated hereby (excluding any amendment, restatement, supplement, consent or waiver, if any, of this Amendment or any other Transaction Document from time to time occurring after the date hereof) shall not exceed $50,000; and
(f) Each Loan Party shall have entered into a written instrument in form receipt by the Administrative Agent of such other documents and substance instruments as the Administrative Agent may reasonably satisfactory request prior to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderdate hereof.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Receivables Financing Agreement (BrightView Holdings, Inc.)
Effectiveness. (a) This Agreement Supplement shall become effective on and as of the date hereof on which each of the following conditions precedent is satisfied date (such date, the “Revolving Credit Loan Modification Effective Date”):
(a"SECOND SUPPLEMENT EFFECTIVE DATE") The Revolving Credit Loan Modification Offer Arrangers when the Administrative Agent shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyreceived:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of from each Loan Party, the authorization of the transactions contemplated hereby Company, each Guarantor and any the Required Lenders a counterpart hereof signed by such party or facsimile or other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all written confirmation (in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent) that such party has signed a counterpart hereof;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to confirmation that the Loan Parties, (B) ▇▇Company has paid all statements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited▇▇, special Bermuda counsel to Holdingsfor the Administrative Agent, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentfinancial advisors, in each case in form and substance reasonably satisfactory that have been rendered to the Revolving Company at least one Domestic Business Day prior to the Second Supplement Effective Date in respect of this Supplement or other Credit Loan Modification Offer ArrangersAgreement matters; and
(iii) evidence satisfactory to it that the lenders under the Loan Agreement dated as of August 3, 1999 between Polaroid (U.K.) Limited, as borrower, the Company, as guarantor, Deutsche Bank A.G. Amsterdam, as agent, Deutsche Bank Securities Inc. and ABN Amro Bank N.V., as co-arrangers and ABN Amro Bank N.V., as documentation agent (the "UK CREDIT AGREEMENT") shall have waived any defaults under the UK Credit Agreement until a certificate from date no earlier than July 12, 2001, pursuant to a Responsible Officer waiver containing terms that, taken as a whole, are neither more favorable to those lenders nor more restrictive or burdensome to the Company than the terms hereof; PROVIDED that if each of the Borrower dated foregoing conditions is satisfied, the Revolving Credit Loan Modification effectiveness of this Supplement shall nonetheless automatically be rescinded unless on the date that is the Second Supplement Effective Date the Administrative Agent shall also have received from the Company definitive duly executed mortgages and other documentation with respect to the Owned Properties as contemplated by Section 6(a) of the First Supplement
(b) No later than the first Domestic Business Day after the Second Supplement Effective Date, certifying as to the accuracy of Company shall pay the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the BorrowerAgent, in Same Day Funds, immediately available funds (i) for the account of each Accepting Revolving Credit Lender that has evidenced its agreement hereto as provided in Section 14(a) by 5:00 P.M. (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time) on the later of (x) May 14, on May 12001 and (y) the date the Administrative Agent issues a notice to the Lenders saying this Supplement has become effective, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension a waiver fee in an aggregate amount equal to 3.000.25% of the aggregate principal amount such Lender's Commitment (as of the Revolving Credit Commitments (whether used or unused) opening of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans business on the Revolving Credit Loan Modification Effective Date.
date hereof) and (eii) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them solely for its own account, an arrangement fee in connection with this Agreement and invoiced before Supplement in the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with amount separately agreed between the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement Company and the Obligations of such Loan Party hereunder and thereunderAdministrative Agent.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Polaroid Corp)
Effectiveness. This Agreement and the amendment and restatement of the Existing Credit Agreement in the form of the Restated Credit Agreement shall become effective on and as of the first date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Restatement Effective Date”):) on which:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and the Administrative Agent (or its counsel) shall have received from the Borrower a duly executed counterparts counterpart of this Agreement that, when taken together, bear the signatures (including a fax or email pdf transmission of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an a duly executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4counterpart).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent or its counsel may reasonably request relating to the organization, existence and and, where applicable, good standing of each Loan Party, Borrower and the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Partythis Agreement, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersAdministrative Agent and its counsel;
(iic) the Administrative Agent shall have received favorable legal written opinions from of (Ai) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ DLA Piper UK LLP, New York counsel to the Loan Parties, for Borrower and (Bii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited▇, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentfor Borrower, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.Administrative Agent;
(d) The the Administrative Agent shall have received payment from an Acknowledgment and Consent, substantially in the Borrowerform of Annex I hereto, in Same Day Funds, for the account of duly executed and delivered by each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.Subsidiary Guarantor;
(e) The the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Datea certificate from Borrower, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms Administrative Agent, dated the Restatement Effective Date and signed by a Responsible Officer of Borrower, confirming that it consents to this Agreement on and reaffirms that the Collateral Documents to which it is party will continue to apply in respect as of the Restated Credit Agreement Restatement Effective Date (i) the representations and warranties of the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements Parties set forth in the definition of “Permitted Refinancing Indebtedness” Loan Documents (as defined in the Existing Restated Credit Agreement) are true and correct in all material respects (unless any such representation of warranty is already qualified by materiality, in which case, such representation or warranty is true and correct in all respects) and (ii) no Default or Event of Default has occurred or is continuing; and
(f) the Administrative Agent shall have received evidence that (i) the borrowing under the 2016 Third Party Credit Agreement, dated as of February 19, 2016, among CME Media Enterprises B.V., a company incorporated under the laws of the Netherlands and with its corporate seat in Amsterdam, the Netherlands (“CME BV”), Borrower, as guarantor, Time Warner, as guarantor, and the lenders party thereto from time to time, shall have occurred, (ii) the Second Amendment, dated as of February 19, 2016 to the Credit Agreement, dated as of November 14, 2014, as amended by the First Amendment, dated as of March 9, 2015, among Borrower, Time Warner, as guarantor, and the lenders party thereto from time to time and BNP Paribas, as administrative agent, shall have become effective and (iii) the First Amendment, dated as of February 19, 2016 to the Credit Agreement, dated as of September 30, 2015, among Borrower, Time Warner, as guarantor, and the lenders party thereto from time to time and BNP Paribas, as administrative agent, shall have become effective. It is understood and agreed that the conditions specified in clauses (a) through (d) in this Section 4 shall be satisfied on February 19, 2016, and the conditions specified in clauses (e) and (f) in this Section 4 shall be satisfied on or about April 7, 2016.
Appears in 1 contract
Sources: Revolving Loan Facility Credit Agreement (Central European Media Enterprises LTD)
Effectiveness. This Agreement shall become effective on upon its execution by the Additional [Borrower][Guarantor], each Borrower, each Guarantor and as each Agent and receipt by the Agents of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Agents:
(a) original counterparts to this Agreement, duly executed by each Borrower, each Guarantor, the Additional [Borrower][Guarantor] and the Agents, together with the Schedules referred to in Section 2(b) hereof;
(b) a Supplement to the Security Agreement, substantially in the form of Exhibit C to the Security Agreement (the “Security Agreement Supplement”), duly executed by the Additional [Borrower][Guarantor], and any instruments of assignment or other documents required to be delivered to the Agents pursuant to the terms thereof;
(c) a Pledge Amendment to the Security Agreement to which the parent company of the Additional [Borrower][Guarantor] is a party, in substantially the form of Exhibit A to the Security Agreement, duly executed by such parent company and providing for all Equity Interests of the Additional [Borrower][Guarantor] to be pledged to the Collateral Agent pursuant to the terms thereof;
(i) certificates, if any, representing 100% of the issued and outstanding Equity Interests of the Additional [Borrower][Guarantor] and each Subsidiary of the Additional [Borrower][Guarantor] and (ii) all original promissory notes of such Additional [Borrower][Guarantor], if any, in each case, that are required to be delivered under the Loan Modification Offer ArrangersDocuments, in each case, accompanied by instruments of assignment and transfer in such form as the Collateral Agent may reasonably request;
(e) to the extent required under the Financing Agreement, a Mortgage (the “Additional Mortgage”), duly executed by the Additional [Borrower][Guarantor], with respect to the real property owned or leased, as applicable, by the Additional [Borrower][Guarantor], together with all other applicable Real Property Deliverables, agreements, instruments and documents as the Collateral Agent may reasonably require, whether comparable to the documents required under Section 7.01(o) of the Financing Agreement or otherwise;
(f) (i) appropriate financing statements on Form UCC-1 duly filed in such office or offices as may be necessary or in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by the Security Agreement Supplement and any Mortgage and (ii) evidence reasonably satisfactory to the Collateral Agent of the filing of such UCC-1 financing statements;
(g) a favorable written opinion of counsel to the Loan Parties as to such matters as the Agents may reasonably request; and
(iiih) a certificate from a Responsible Officer such other agreements, instruments or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority (subject to Permitted Liens) of or otherwise protect any Lien purported to be covered by the Security Agreement Supplement or any Additional Mortgage or otherwise to effect the intent that the Additional [Borrower][Guarantor] shall become bound by all of the Borrower dated terms, covenants and agreements contained in the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy Documents and that all property and assets of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent such Subsidiary shall have received payment from the Borrower, in Same Day Funds, become Collateral for the account Obligations free and clear of each Accepting Revolving Credit Lender (all Liens other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective DatePermitted Liens.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Agreement shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts effectiveness of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable Amendment is subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) execution and delivery of this Amendment by each Loan Party and the Required Lenders;
(ii) the Administrative Agent shall have received the fees as agreed between the Administrative Agent and the Borrower;
(iii) the Administrative Agent shall have received copies of the Borrower’s and each Subsidiary’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary or certification from its Secretary or Assistant Secretary that no amendments have been made to any such documents and certificates as since the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to Closing Date or, in the organizationcase of Enliven Marketing Technologies Corporation, existence and good standing since October 3, 2008;
(iv) the Administrative Agent shall have received copies of each Loan Party, the authorization resolutions of the transactions contemplated hereby Borrower’s and any other legal matters relating to each Loan PartySubsidiary’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Amendment and the Loan Documents or consummation of the transactions contemplated hereby, together with specimen signatures of the persons authorized to execute this Amendment on the Borrower’s and each Subsidiary’s behalf, all certified in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangerseach instance by its Secretary or Assistant Secretary;
(iiv) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment copies of the certificates of good standing for the Borrower and each Subsidiary (dated no earlier than 30 days prior to the date hereof) from the Borroweroffice of the secretary of the state of its incorporation or organization;
(vi) the Administrative Agent shall have received the favorable written opinion of counsel to the Borrower and each Subsidiary, in Same Day Funds, for form and substance satisfactory to the account Administrative Agent;
(vii) the Administrative Agent shall have received evidence satisfactory to it that the Borrower’s Total Leverage Ratio was not greater than 2.50 to 1.00 as of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or the last day of the most recently completed fiscal quarter prior to 5.00 p.m.the First Amendment Effective Date, New York City timebut calculated as if the principal amount of the Bridge Loan repaid and Loans borrowed on the First Amendment Effective Date, occurred on May 1the last day of such fiscal quarter; and
(viii) the Administrative Agent shall have received evidence satisfactory to it that after giving effect to the Credit Event and prepayment of the Bridge Loan, 2012in each case on the First Amendment Effective Date, (a) the sum of (x) Excess Availability plus (y) Cash on Hand as of such date shall equal or exceed $15,000,000 and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of (b) the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans Bridge Loan outstanding shall be no greater than $10,000,000. If this Amendment becomes effective, the changes in the Applicable Margin shall take effect on the Revolving Credit Loan Modification First Amendment Effective Date.
(e) The Administrative Agent Date and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Dateon each day thereafter, including reimbursement or but any payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required interest or fees due on or after the First Amendment Effective Date with respect to any amounts owing for any period prior thereto shall be reimbursed or paid by any Loan Party in connection with computed on the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect basis of the Restated Credit Agreement Applicable Margin and the Obligations of commitment fee in effect prior to such Loan Party hereunder and thereundereffectiveness.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Agreement Amendment shall become be effective on and as of the date on which each first written above upon receipt by the Operations Agent of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):following:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received this Amendment, duly executed counterparts and delivered by each of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Banks and the Operations Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed as to extend their Revolving Credit Commitments the incumbency of, and Revolving Credit Loans bearing manual specimen signatures of, the officers and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer other representatives of the signing Borrower who are authorized to execute and take actions under this Amendment and the Loan Party:
Documents on behalf of the Borrower (or a certification that no changes have been made to the certification of incumbency contained in paragraph (h) of that Secretary’s Certificate dated as of October 28, 2021 (the “Seventh Amendment Certificate”) delivered to the Operations Agent by the Borrower on October 28, 2021 pursuant to Section 6(b) of the Amendment Agreement No. 7 dated as of October 28, 2021 (the “Seventh Amendment”) by and among the Borrower, the Banks and the Operations Agent) and the individuals set forth therein remain authorized to execute and take actions under the Amendment and the Loan Documents on behalf of the Borrower), and certifying and attaching copies of (i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Charter Documents of the Borrower (or a certification that no changes have been made to the organization, existence and good standing of each Loan Party, Charter Documents delivered to the authorization Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f) of the transactions contemplated hereby and any other legal matters relating to each Loan PartyCredit Agreement), (ii) the Loan Documents or written resolutions of the Board of Trustees of the Borrower, authorizing the transactions contemplated hereby, all (iii) the current Prospectus of the Borrower as then in form and substance reasonably satisfactory effect (or a certification that no changes have been made to the Revolving Prospectus delivered to the Operations Agent by the Borrower on October 28, 2021 pursuant to Section 6(b) of the Seventh Amendment and attached as Exhibit A to the Seventh Amendment Certificate), (iv) the investment advisory agreement and any other investment management or submanagement agreements of the Borrower as currently in effect (or a certification that no DB3/ 204387124.1 changes have been made to such investment advisory agreement and any other investment management or submanagement agreements delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Loan Modification Offer ArrangersAgreement), and (v) the custodian agreement of the Borrower currently in effect (or a certification that no changes have been made to the custodian agreement delivered to the Operations Agent by the Borrower on the Effective Date pursuant to Section 3.01(f)(i) of the Credit Agreement);
(c) receipt by the Operations Agent of (i) a copy of the certificate of trust of the Trust, with all amendments, certified as of a recent date by the Secretary of State of the State of Delaware; and (ii) favorable a legal opinions from existence and good standing certificate for the Trust issued by the Secretary of State of the State of Delaware, dated as of a recent date;
(Ad) Skaddena non-refundable upfront fee, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel payable in cash to the Loan PartiesOperations Agent for the respective accounts of the Banks, of five (B5) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to basis points on the Revolving Credit Loan Modification Offer ArrangersAggregate Commitment Amount; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Operations Agent pursuant to the terms of the Loan Modification Effective DateDocuments, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementfee letter.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Agreement shall Amendment will become effective on and as of upon the date on which each of the following conditions precedent is are first satisfied (such date, the “Revolving Credit Loan Modification Amendment Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Agent shall have received duly from the Borrower and from the Required Lenders an executed counterparts counterpart of this Agreement thatAmendment (or photocopies thereof sent by fax, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers.pdf or other electronic means, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page which shall be irrevocable subject only to enforceable with the satisfaction of the other conditions to effectiveness set forth in this Section 4same effect as a signed original).
(b) The 2015 Revolving Credit Commitments Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Responsible Officer of Lenders who have agreed to extend their Revolving Credit Commitments the Borrower, confirming (i) the representations and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans warranties of the Borrower set forth in this Amendment shall be true and correct in all material respects on and as of the Amendment Effective Date except (x) to the extent that such representations and warranties refer to an aggregate amountearlier date, without duplicationin which case they were true in all material respects as of such earlier date or (y) to the extent that such representations and warranties are qualified as to materiality or Material Adverse Effect, in which case such representations and warranties shall be true in all respects and (ii) no Default shall have occurred and be continuing as of not less than $55,000,000the Amendment Effective Date.
(c) The Revolving Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, including, to the extent invoiced one (1) Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Loan Modification Offer Arrangers Agreement.
(d) The Agent shall have received the following, each of which shall be originals or facsimiles telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
Borrower, each dated the Amendment Effective Date (ior, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Agent and each of the Lenders:
i. such certificates or resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) SkaddenParty as the Agent may require evidencing the identity, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel authority and capacity of each Responsible Officer thereof authorized to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from act as a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit other Loan Modification Documents to which such Loan Party is a party;
ii. such documents and certifications as the Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each loan party is validly existing and in good standing in its jurisdiction of organization; and
iii. receipt prior to the Amendment Effective Date, including reimbursement or payment Date of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) information required to be reimbursed or paid obtained by any Loan Party in connection with each Lender and the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory Agent pursuant to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderPatriot Act.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Credit Agreement (Xerox Corp)
Effectiveness. This Agreement Amendment shall become effective on and as of the date on which hereof, subject to the satisfaction of each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed receipt by the Administrative Agent of counterparts of this Agreement that, when taken together, bear Amendment (whether by facsimile or otherwise) executed by each of the signatures parties hereto;
(b) receipt by the Administrative Agent of Holdings, Intermediate Parent, TDS Intermediate Parent, counterparts of the Borrower, Fee Letter (whether by facsimile or otherwise) executed by each of the parties thereto;
(c) receipt by the Administrative Agent of a standard corporate enforceability opinion addressed to the Administrative Agent, the Collateral AgentLender, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, LC Bank and the Swing Line Lender, each 2015 Dollar Revolving Credit Lender LC Participant covering such matters as the Administrative Agent may reasonably request in form and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only substance satisfactory to the satisfaction Administrative Agent;
(d) receipt by the Administrative Agent of resolutions and secretary’s certificates of the other conditions to effectiveness set forth Borrower and the Servicer in connection with this Section 4).Amendment and the transactions contemplated hereby;
(be) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have evidence received by the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
Administrative Agent that (i) such documents the “Upfront Fee” under and certificates as defined in the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to Fee Letter and (ii) each other fee or other amount owing by the organization, existence and good standing of each Loan Party, Borrower on the authorization of the transactions contemplated hereby and date hereof under any other legal matters relating to each Loan Party, the Loan Documents Transaction Document or in connection with this Amendment or the transactions contemplated hereby, all in form and substance reasonably satisfactory each case, have been paid in fully in accordance with the terms of the Fee Letter or such other document to which such fee or amount is payable; provided that (x) the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) SkaddenBorrower shall not be required to pay any fees, Arpscosts, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York expenses or disbursements of internal counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving or any other Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.execution of this Amendment or the transactions contemplated hereby and (y) the fees, costs, expenses and disbursements of external counsel to the Administrative Agent and any other Credit Party in connection with the execution of this Amendment and the transactions contemplated hereby (excluding any amendment, restatement, supplement, consent or waiver, if any, of this Amendment or any other Transaction Document from time to time occurring after the date hereof) shall not exceed $50,000; and
(f) Each Loan Party shall have entered into a written instrument in form receipt by the Administrative Agent of such other documents and substance instruments as the Administrative Agent may reasonably satisfactory request prior to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderdate hereof.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Receivables Financing Agreement (BrightView Holdings, Inc.)
Effectiveness. This Agreement shall become effective on and as of provided in Section 10.09, subject to the date on which each satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):conditions:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Agent shall have received the followingfollowing documents, each of which shall be originals or facsimiles (followed promptly by originals) dated the Closing Date unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyindicated:
(i) an opinion of J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel for the Company, substantially in the form of Exhibit D hereto and covering such additional matters relating to the transactions contemplated hereby as the Required Lenders may reasonably request; and
(ii) all documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Agent may reasonably request relating to the organization, existence and good standing of the Borrowers, the corporate authority for, and the authorization and validity of, each Loan PartyDocument, the authorization financial condition of each of the transactions contemplated hereby Borrowers and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated herebyrelevant hereto, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAgent.
(db) The Administrative commitments under the Existing Credit Agreement shall have been or shall simultaneously be terminated, any amounts outstanding or accrued for the accounts of the lenders thereunder shall have been paid in full and the Agent shall have received payment from such evidence as it shall reasonably have requested as to the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) satisfaction of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Dateconditions.
(ec) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable hereunder or pursuant to the commitment letter or fee letters entered into by any of them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Company on or prior to the Closing Date, including including, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, charges and disbursements and other charges of counsel) required to be reimbursed or paid by the Borrowers hereunder, under any other Loan Party in connection with the AgreementDocument or under such commitment letter.
(fd) Each Loan Party The Lenders shall have entered into a written instrument in form received all documentation and substance reasonably satisfactory to other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement USA Patriot Act. The Agent shall promptly notify the Company and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Lenders of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000Closing Date, and such notice shall be conclusive and binding on all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreementparties hereto.
Appears in 1 contract
Sources: Credit Agreement (DOVER Corp)
Effectiveness. This Agreement shall become effective The effectiveness of this Amendment on and as of the date on which each Amendment Effective Date is subject to the satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent (or its counsel) shall have received duly executed counterparts of this Agreement Amendment that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, (A) the Borrower, (C) the Requisite Lenders (determined immediately prior to the effectiveness of the Incremental Term Commitments), (D) each Incremental Term Lender and (E) the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who Administrative Agent (or its counsel) shall have agreed received an executed Note to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountevidence each Incremental Term Lender’s Incremental Term Loan, without duplication, of not less than $55,000,000to the extent requested by such Incremental Term Lender at least two Business Days before the Amendment Effective Date.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly an executed by a Responsible Officer copy of the signing Loan Party:favorable written opinion letter of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for Borrower and as to such matters as Administrative Agent may reasonably request, dated as of the Amendment Effective Date and otherwise in form and substance reasonably satisfactory to Administrative Agent (and Borrower hereby instructs such counsel to deliver such opinion letter to Agents and Lenders).
(id) The Administrative Agent shall have received such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may Administrative Agent or its counsel shall reasonably request have requested relating to the organization, existence and good standing of each Loan Partythe Borrower, the authorization of this Amendment and the transactions contemplated hereby and any other legal matters relating to each Loan Partythe Borrower, the Loan Credit Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
Administrative Agent and its counsel (ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to and substantially consistent with the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent equivalent documents and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of certificates delivered by the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Closing Date).
(e) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the Revolving Borrower confirming compliance with the representations set forth in Section 4 hereof.
(f) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed on behalf of the Borrower, certifying that the conditions in Section 3.2 of the Credit Loan Modification Offer Arrangers Agreement are satisfied as of the Amendment Effective Date.
(g) The Administrative Agent shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements and other charges of counsel) required to be reimbursed or paid by the Borrower under the Credit Agreement or any Loan Party in connection with the Agreementother Credit Document.
(fh) Each Loan Party The Administrative Agent shall have entered into received a written instrument in form and substance reasonably satisfactory to Funding Notice from the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply Borrower in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Incremental Term Loans in accordance complying with the requirements set forth in Section 2.1(b) of the definition of “Permitted Refinancing Indebtedness” in Credit Agreement not later than 12:00 noon, New York City time, three Business Days before the Existing Credit AgreementAmendment Effective Date (or such later date as the Administrative Agent may agree).
Appears in 1 contract
Effectiveness. This Restatement Agreement shall become effective on and as of the date on which (such date and time of effectiveness, the “Restatement Effective Date”) that each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):set forth below shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Administrative Agent shall have received duly executed counterparts hereof from each of this Agreement thatthe Loan Parties, when taken together, bear Lenders constituting the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer ArrangersRequired Lenders, each L/C Issuer, the Swing Line LenderIssuing Bank, each 2015 Dollar Revolving Credit Lender listed on Schedule I hereto and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each the Additional Term B Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).;
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amountOn the Restatement Effective Date, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers the Administrative Agent shall have received the following, each legal opinion of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, (ii) ▇▇▇▇▇ ▇▇▇▇▇▇ LLP, Luxembourg as special Louisiana counsel to Intermediate Parent for the Loan Parties, (iii) ▇▇▇▇▇▇▇ LLP, as special (a) Colorado and TDS Intermediate Parent(b) Kansas counsel for the Loan Parties and (iv) ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in each case as federal communications regulatory counsel for the Loan Parties, which opinions shall be in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; andAdministrative. Agent;
(iiic) The Administrative Agent shall have received a certificate from completed Borrowing Request for the Term A Loans, the Term A-1 Loans and the Term B Loans, a Responsible Officer notice of prepayment of the Borrower dated the Revolving Credit Loan Modification Effective DateOriginal Term A Loans, certifying as to the accuracy Original Term A-1 Loans and Original Term B Loans (other than Converted Term B Loans) and a notice of termination of the representations and warranties set forth in Section 3 hereof.Original Revolving Facility Commitments;
(d) The Administrative Agent shall have received a solvency certificate substantially in the form of Exhibit C to the Credit Agreement signed by the chief financial officer, chief accounting officer or other officer with equivalent duties of the Borrower confirming the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions to occur on the Restatement Effective Date and the payment from the Borrower, of all fees and expenses in Same Day Funds, connection therewith;
(e) The Administrative Agent shall have received (for the account of each Accepting the applicable Lenders holding Converted Term B Loans, Additional Term B Commitments, Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m.Facility Commitments, New York City time, on May 1, 2012, and agrees to convert Revolving Credit Initial Term A Loan Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount Initial Term A-1 Loan Commitments) from the Borrower upfront fees equal to 3.00(i) 0.125% of the aggregate principal amount of the Converted Term B Loans and Additional Term B Commitments and (ii) with respect to any Lender’s aggregate Revolving Credit Commitments (whether used or unused) Facility Commitment, Initial Term A Loan Commitment and Initial Term A-1 Loan Commitment up to the amount that does not exceed the aggregate principal amount of such Lender’s (or, in the case of Bank of America, N.A. with respect to the portion of its Initial Term A Loan Commitment that has been allocated to lenders under the Original Credit Agreement with Original Term A Loans (each, a “TLA Institutional Lender”) that will not be Lenders as of the Restatement Effective Date, such TLA Institutional Lender’s), Original Revolving Facility Commitment, Original Term A Loan and Original Term A-1 Loan, 0.10% of such portion of its Revolving Facility Commitment, Initial Term A Loan Commitment and Initial Term A-1 Loan Commitment and (iii) with respect to any Lender’s (or, in the case of Bank of America, N.A. with respect to the portion of its Initial Term A Loan Commitment that has been allocated to any TLA Institutional Lenders that will not be Lenders as of the Restatement Effective Date, such TLA Institutional Lender’s) Revolving Facility Commitment, Initial Term A Loan Commitment and Initial Term A-1 Loan Commitment that is in excess of the amount subject to subclause (ii) above, 0.25% of such portion of its Revolving Facility Commitment, Initial Term A Loan Commitment and Initial Term A-1 Loan Commitment;
(f) Upon the reasonable request of any Lender made at least 10 days prior to the Restatement Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least 3 Business Days prior to the Restatement Effective Date and (y) at least 10 days prior to the Restatement Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit so requests, a Beneficial Ownership Certification in relation to such Loan Modification Effective Date.Party;
(eg) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying:
(A) that attached thereto is a true and complete copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, certified as of a recent date by the Secretary of State (or other fees similar official or Governmental Authority) of the jurisdiction of its organization or by the Secretary or Assistant Secretary or similar officer of the Borrower or other person duly authorized by the constituent documents of such Loan Party;
(B) that attached thereto is a true and complete copy of a certificate as to the good standing of such Loan Party as of a recent date from such Secretary of State (or other amounts due similar official or Governmental Authority);
(C) to the extent not covered by the above subclause (A), that attached thereto is a true and payable complete copy of the organizational documents of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to them the date of the resolutions described in the following subclause (D);
(D) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors (or equivalent governing body) or a duly authorized committee of the Board of Directors of such Loan Party, authorizing the execution, delivery and performance (as applicable) by such Loan Party of this Restatement Agreement, the Credit Agreement and the borrowings hereunder, and the execution, delivery and performance of each of the other Loan Documents required hereby with respect to such Loan Party and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date; and
(E) as to the incumbency and specimen signature of each officer or authorized signatory executing this Restatement Agreement, the Credit Agreement or any other Loan Document delivered in connection with this Agreement herewith on behalf of such Loan Party.
(h) The Administrative Agent shall have received an executed copy of the Restatement Effective Date Certificate signed by the Borrower; and
(i) The Borrower shall have paid, or concurrently herewith shall pay to the Administrative Agent, for the account of the Administrative Agent and invoiced before its affiliates, such fees as have been separately agreed between the Revolving Credit Loan Modification Effective DateBorrower and such persons and, including reimbursement or payment of all to the extent invoiced, the reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party the Administrative Agent in connection with the this Restatement Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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Sources: Credit Agreement (Centurylink, Inc)
Effectiveness. This Agreement Amendment and Restatement shall become effective on and as of the date on which (the "Effective Date") when each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers this Amendment and Restatement shall have executed a counterpart hereof and shall have received been duly executed counterparts of this Agreement that, when taken together, bear and delivered by the signatures of Holdings, Intermediate Parent, TDS Intermediate ParentBorrowers, the Borrower, the Administrative AgentBanks, the Collateral Agent, the Revolving Credit Loan Modification Offer ArrangersAgent and Prudential (or, each L/C Issuerin the case of any party as to which an executed counterpart shall not have been received, the Swing Line LenderAgent shall have received telegraphic, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery telex or other written confirmation from such party of an executed signature page shall be irrevocable subject only to the satisfaction execution of the other conditions to effectiveness set forth in this Section 4a counterpart hereof by such party).;
(b) The 2015 Revolving Credit Commitments the Agent shall have received for the account of Lenders who have agreed each Bank an executed Note substantially in the form of Exhibit A, duly and validly issued and in the amount of such Bank's Commitment as set forth on the signature pages hereof, dated on or prior to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.the Effective Date;
(c) The Revolving Credit Loan Modification Offer Arrangers the Agent shall have received a signed copy of a certificate of the following, Secretary or an Assistant Secretary or other appropriate officer of each of which shall be originals the Borrowers (or facsimiles (followed promptly by originalsif such Borrower is a partnership, a General Partner of such Borrower) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
certifying (i) such the names and true signatures of the Authorized Persons authorized to sign the Notes, and the Collateral Documents to which the Borrowers or the General Partners are or will be a party (including without limitation any Collateral Documents Amendments referred to in subsection (f)) and the other documents or certificates to be delivered pursuant thereto, (ii) the resolutions of the Board of Directors (or equivalent body) of the Borrowers and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of General Partner authorizing the transactions contemplated hereby and to which the Borrowers or such General Partner are/is or will be a party, together with all documents evidencing other necessary partnership or corporate action with respect to any other legal matters relating to each Loan Partythereof, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory (iii) no amendments to the Revolving Credit Loan Modification Offer Arrangerstrue copies of the Partnership Agreements delivered to the Agent prior to the Effective Date, and (iv) no amendments to the true copy of the Articles of Incorporation and By-Laws of Hallwood G.P. delivered to the Agent prior to the Effective Date;
(iid) favorable legal opinions the Agent shall have received from (A) SkaddenKing & Spalding, Arpscounsel for the Borrowers, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel an opinion substantially to the Loan Partieseffect of Exhibit B hereto and covering such additional matters as the Majority Lenders may reasonably request;
(e) the Agent shall have received from Davis Polk & Wardwell, (B) special counsel for the Agent, an ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & su▇▇▇▇▇▇▇▇▇lly the form of Exhibit C hereto;
(f) the Collateral Agent shall have received duly executed counterparts of the documents numbered (C)(1)(f), Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent(C)(2)(e), in each case in form and substance reasonably satisfactory to C(3)(d), (D)(4)(h), (D)(5)(d), (D)(5)(d), (D)(6)(d), (D)(7)(c), (E)(2)(e), (E)(5)(e) listed on Schedule D hereto (the Revolving Credit Loan Modification Offer Arrangers"Collateral Documents Amendments"); and
(iiig) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Collateral Agent shall have received payment from the Borrower, counsel satisfactory to it in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than jurisdiction in which any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that Collateral Documents Amendments are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed recorded or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into filed a favorable written instrument in form and substance reasonably satisfactory opinion as to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement validity and reaffirms that binding effect of the Collateral Documents to which it is party will continue to apply in respect and the perfection of the Restated Credit Agreement and Liens created thereunder under the Obligations law of such Loan Party hereunder jurisdiction and thereunderas to such other matters incident to the transactions herein contemplated as the Majority Lenders may reasonably request.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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Effectiveness. This Agreement Amendment shall become effective on and as of the date on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Amendment No. 3 Effective Date”):
) that the following conditions have been satisfied; provided, that the requirement to provide ten (a10) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, Business Days’ prior notice to the Revolving Facility Administrative Agent in accordance with Section 11.01 of the Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page Agreement shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyhereby waived:
(i) such documents The Agents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of Lenders party hereto shall have received executed signature pages hereto from each Loan PartyParty (including the Parent Borrower and the Amendment No. 3 Guarantor (as defined in the Credit Agreement)), the authorization of Agents and the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersConsenting Lenders;
(ii) favorable legal opinions from The Agents, the Collateral Agent and the Lenders, shall have received a Beneficial Ownership Certification and all documentation and other information about the Parent Borrower and the Amendment No. 3 Guarantor as has been reasonably requested in writing by the Agents, the Collateral Agent and such Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act and Beneficial Ownership Regulation;
(iii) The Agents and the Lenders party hereto shall have received a customary officer’s certificate of (x) each Loan Party with respect to (A) Skaddenits Organization Documents (which may, Arpsother than in respect of the Parent Borrower, Slatebe in the form of a certification from such Loan Party that there have been no changes from the Organization Documents previously delivered to the applicable Administrative Agent (as defined in the Credit Agreement) as of the Closing Date), (B) resolutions and (C) incumbency and (y) the Company certifying that the conditions set forth in clauses (v) and (vii) below have been satisfied;
(iv) The Agents and the Lenders party hereto shall have received a satisfactory legal opinion from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory addressed to the Revolving Credit Loan Modification Offer Arrangers; andAgents and the Lenders on the Amendment No. 3 Effective Date;
(iiiv) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the The representations and warranties set forth in Section 3 hereof.above shall be true and correct;
(dvi) The Administrative Agent Agents and the Lenders party hereto shall have received payment from the Borrowergood standing certificates or certificates of status, in Same Day Fundsas applicable, and related bring downs, for the account of each Accepting Revolving Credit Lender Parent Borrower;
(vii) Since December 31, 2020, no Material Adverse Effect shall have occurred or is reasonably expected to occur; #94877374v16
(viii) The Parent Borrower shall have delivered such other than any Defaulting Lenderdocuments and signatures required pursuant to Section 11.01(e), (f), (h) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% (i) of the aggregate principal amount of Credit Agreement as if each reference therein to a Co-Borrower was a reference to the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.Parent Borrower; and
(eix) The Administrative Agent Agents and the Revolving Credit Loan Modification Offer Arrangers Lenders shall have received all other fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Amendment No. 3 Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any the Loan Party in connection with Parties under the Credit Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(gx) The Borrower Amendment No. 3 Contribution and Exchange shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance occur substantially simultaneously with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.Amendment No. 3
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Effectiveness. This Agreement Amendment shall become be effective on and as of the date on which each November 2, 2016 upon satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received Receipt by the Administrative Agent of copies of this Amendment duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, by the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender Required Lenders and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only consenting to the satisfaction extension of the other conditions to effectiveness set forth in this Section 4)its Maturity Date.
(b) The 2015 Revolving Credit Commitments Receipt by the Administrative Agent of Lenders who have agreed the following:
(i) Copies of the articles of incorporation of the Borrower certified to extend their Revolving Credit Commitments be true and Revolving Credit Loans complete as of a recent date by the appropriate Governmental Authority of the state or other jurisdiction of its formation and convert into 2015 Revolving Credit Commitments copies of the bylaws of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and 2015 Revolving Credit Loans shall correct as of the Fifth Amendment Effective Date.
(ii) Copies of resolutions of the board of directors of the Borrower approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct and in an aggregate amount, without duplication, full force and effect as of not less than $55,000,000the Fifth Amendment Effective Date.
(iii) An incumbency certificate of the Borrower certified by a secretary or assistant secretary (or the equivalent) of the Borrower to be true and correct as of the Fifth Amendment Effective Date.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received Receipt by the following, each Administrative Agent of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer opinions of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating counsel from counsel to the organizationBorrower (which may include in-house counsel with respect to matters of New Mexico law), existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory acceptable to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) SkaddenAdministrative Agent, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel addressed to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent Administrative Agent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent the Lenders and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer dated as of the Borrower dated the Revolving Credit Loan Modification Fifth Amendment Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent Borrower shall have received payment from paid to the Borrower, in Same Day FundsAdministrative Agent, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page agreeing to this Agreement at or prior to 5.00 p.m.extend its Maturity Date, New York City timeas set forth in Section 2 above, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension a fee in an aggregate amount equal to 3.000.06% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective DateLender’s Commitment.
(e) The Borrower shall have paid to the Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received ▇▇▇▇▇ Fargo Securities, LLC, all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before such Persons on the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementdate hereof.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
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Effectiveness. This Agreement Amendment and Restatement shall become effective on and as of the date on which (the "Restatement Effectiveness Date") that each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, Receipt by the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery Agent of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, each dated the Restatement Effectiveness Date (or, in the case of certificates of governmental officials, a recent date before the Restatement Effectiveness Date) and each in form and substance satisfactory to the Administrative Agent and its legal counsel:
(i) such documents executed counterparts of this Amendment and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating Restatement, sufficient in number for distribution to the organizationAdministrative Agent, existence each Lender and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersBorrower;
(ii) a Note executed by the Borrower in favor of each Lender requesting a Note;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower as the Administrative Agent may 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 Restatement and the other Loan Documents;
(iv) such documents and certifications as the Administrative Agent may reasonably require to evidence that the Borrower is in good standing and qualified to engage in business in California;
(v) a favorable legal opinions from opinion of the General Counsel of the Borrower, addressed to the Administrative Agent and each Lender, as to the matters and in the form set forth in Exhibit H to the Existing Credit Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement;
(Avi) Skadden, Arps, Slate, a favorable opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parentthe Administrative Agent, in each case in form and substance reasonably satisfactory addressed to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective DateAdministrative Agent and each Lender, certifying as to the accuracy of matters and in the representations and warranties form set forth in Section 3 hereofExhibit I to the Existing Credit Agreement but with such modifications as are required to address the Existing Credit Agreement, as amended by this Amendment and Restatement;
(vii) a copy of a notice from the Borrower to the Administrative Agent dated at least three Business Days prior to the Restatement Effective Date terminating the Commitments (as defined in, the Existing Credit Agreement) no later than the Restatement Effective Date and requests for Borrowing in an amount sufficient to repay any amounts outstanding under the Existing Credit Agreement on the Restatement Effectiveness Date;
(viii) such other assurances, certificates, documents or consents as the Administrative Agent or the Required Lenders reasonably may require.
(b) Any fees required to be paid on or before the Restatement Effectiveness Date shall have been paid.
(c) Unless waived by the Administrative Agent, the Borrower shall have paid all Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Restatement Effectiveness Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, representations and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% warranties of the aggregate principal amount Borrower contained in Article V of the Revolving Existing Credit Commitments (whether used or unused) Agreement as amended hereby shall be true and correct on and as of the date of the Restatement Effectiveness Date, except to the extent that such Lender that are converted into 2015 Revolving Credit Commitments representations and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Datewarranties specifically refer to an earlier date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers No Default shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreementexist.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. (a) This Agreement Second Amendment shall become effective on and as of at the date on which time (the “Second Amendment Effective Date”) when each of the following conditions precedent is shall have been satisfied (such date, or waived by the “Revolving Credit Loan Modification Effective Date”Second Amendment Lead Arrangers):
(ai) The Revolving Credit Loan Modification Offer Arrangers this Second Amendment shall have executed a counterpart hereof and shall have received been duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, and delivered by the Borrower, the other Credit Parties, the Incremental Revolving Lenders and the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4).
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable prior to or substantially concurrently with the Second Amendment Effective Date, the Duke Refinancing shall have been (or shall be) consummated;
(iii) subject to the Limited Conditionality Provision (as defined below), each of the Duke Target Entities, to the extent required to become a Subsidiary Guarantor pursuant to Section 9.10(d) of the Credit Agreement (determined without regard to any grace periods contained therein), shall have executed and delivered to the Administrative Agent or the Collateral Trustee (as appropriate) an Additional Guarantor Accession Agreement (as defined in the Intercreditor Agreement) and a supplement in the form of Exhibit A to the Guarantee and Collateral Agreement and the Administrative Agent shall have received (in each case subject to the Limited Conditionality Provision):
A. customary closing certificates with respect to the Duke Target Entities that become Credit Parties on the Second Amendment Effective Date in form and substance consistent with those delivered on the Closing Date pursuant to Section 6.03(a) of the Credit Agreement, (w) a good standing certificate (or local equivalent) from the jurisdiction of organization of each Duke Target Entity that becomes a Credit Party on the Second Amendment Effective Date dated as of a recent date, (x) a Notice of Borrowing (solely to the extent Revolving Loans in respect of the Incremental Tranche B Revolving Loan Commitments are to be made on the Second Amendment Effective Date (it being agreed that no Notice of Borrowing or notice of repayment shall be required in connection with the borrowings and adjustments set forth in Section 6 hereof)), (y) a customary legal opinions opinion received from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ White & ▇▇▇▇ Case LLP, New York counsel to the Loan Credit Parties, and addressed to the Administrative Agent, the Collateral Trustee and the Incremental Revolving Lenders and dated the Second Amendment Effective Date, and (Bz) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limitedthe results of UCC, special Bermuda counsel tax and judgment lien searches with respect to Holdingseach of the Duke Target Entities that become Credit Parties on the Second Amendment Effective Date run in the jurisdiction of formation of each such Duke Target Entity;
B. a solvency certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower substantially in the form of Exhibit F to the Credit Agreement; and
C. the other documents and instruments required to be delivered pursuant to Section 9.10(d) of the Credit Agreement (without giving regard to the deadlines for delivery set forth therein but subject to the Limited Conditionality Provision) necessary to establish that the Administrative Agent will have perfected security interests in the Collateral to be acquired on the Second Amendment Effective Date pursuant to the Duke Transactions;
(iv) substantially concurrently with the effectiveness of the Incremental Tranche B Revolving Loan Commitments, the Duke Finance Sub Merger and the Duke Escrow Release, the Duke Acquisition shall be consummated in accordance with the terms of the Duke Acquisition Agreement, but without giving effect to any amendments, waivers or consents by the Borrower that are materially adverse to the interests of the Incremental Revolving Lenders or the Second Amendment Lead Arrangers in their respective capacities as such without the consent of the Second Amendment Lead Arrangers, such consent not to be unreasonably withheld, delayed or conditioned (it being understood that the granting of any consent under the Duke Acquisition Agreement that is not materially adverse to the interests of the Incremental Revolving Lenders or the Second Amendment Lead Arrangers shall not otherwise constitute an amendment or waiver);
(v) the Duke Acquisition Agreement Representations and Duke Specified Representations shall be true and correct in all material respects;
(vi) since August 21, 2014, no Duke Acquisition Funding Date Material Adverse Effect shall have occurred and be continuing;
(vii) the Second Amendment Lead Arrangers shall have received (a) the audited consolidated balance sheets of the Duke Target Entities, as of and for the years ended December 31, 2011, 2012 and 2013 and the audited consolidated statements of income, cash flows and shareholder’s equity for the twelve-month periods ended December 31, 2011, 2012 and 2013, (Cb) Hassansunaudited financial statements, Gibraltar counsel to Intermediate Parent including consolidated balance sheets, statements of income and comprehensive income and statements of cash flows of the Duke Target Entities, as of and for the six months ended June 30, 2013 and 2014, (c) unaudited financial statements, including consolidated balance sheets, statements of income and comprehensive income and statements of cash flows of the Duke Target Entities, as of and for the nine months ended September 30, 2013 and 2014 and (Dd) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇a pro forma consolidated balance sheet and related pro forma statement of income of the Borrower as of the last day of and for the most recently completed four fiscal quarter (or longer) period ending prior to the Second Amendment Effective Date for which financial statements were required to be delivered pursuant to preceding clause (c), Luxembourg counsel prepared after giving effect to Intermediate Parent the Duke Transactions as if the Duke Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income) (it being agreed that the filing by the Borrower with the SEC of the pro forma financial statements contained in the Form 8K filed by the Borrower on December 2, 2014 satisfy this clause (d) for all purposes hereof);
(viii) all fees required to be paid on the Second Amendment Effective Date and TDS Intermediate Parentall expenses required to be paid on the Second Amendment Effective Date, in each case, in connection with the incurrence of the Incremental Tranche B Revolving Loan Commitments and, in the case in form and substance reasonably satisfactory of expenses, to the extent invoiced at least two (2) business days prior to the Second Amendment Effective Date, shall have been paid;
(ix) all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, that has been reasonably requested by the Incremental Revolving Credit Loan Modification Offer ArrangersLenders at least ten (10) days in advance of the Second Amendment Effective Date shall have been received by the Second Amendment Lead Arrangers at least three Business Days prior to the Second Amendment Effective Date; and
(iiix) a certificate from a Responsible Officer of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as conditions precedent to the accuracy incurrence of the representations and warranties Incremental Revolving Commitments set forth in Section 3 hereof2.15(a)(ii), (iv) and (v) of the Credit Agreement shall have been satisfied.
(db) The Notwithstanding anything in this Second Amendment or any letter agreement or other undertaking concerning the financing of the transactions contemplated by this Second Amendment to the contrary, (a) the terms of the documentation entered into in connection with the establishment of the Incremental Tranche B Revolving Loan Commitments shall be in a form such that they do not impair the availability of the Incremental Tranche B Revolving Loan Commitments on the Second Amendment Effective Date if the conditions set forth in Section 4(a) hereof are satisfied or waived by the Second Amendment Lead Arrangers (and, if applicable, waived in accordance with the terms of the Credit Agreement), it being understood that, (1) to the extent any lien search or Collateral (including the creation or perfection of any security interest) is not or cannot be provided on the Second Amendment Effective Date (other than, (i) a lien on Collateral that may be perfected solely by the filing of a financing statements under the UCC and (ii) a pledge of the equity interests in the Duke Target Entities directly acquired by the Buyer on the Second Amendment Effective Date and constituting Collateral required to be pledged under the Credit Agreement with respect to which a lien may be perfected by the delivery of a stock (or equivalent) certificate) after the Borrower’s use of commercially reasonable efforts to do so without undue burden or expense, then the provision and/or perfection of such lien search or Collateral shall not constitute a condition precedent to the availability and initial funding of the Incremental Tranche B Revolving Loan Commitments on the Second Amendment Effective Date but may instead be delivered and/or perfected within 60 days (or, with respect to any Mortgage, 90 days) (or, in each case, such longer period as the Administrative Agent shall have received payment from may agree in its reasonable discretion) after the BorrowerSecond Amendment Effective Date pursuant to arrangements consistent with the requirements of Section 9.10 of the Credit Agreement and (2) without limitation of clause (1), with respect to guarantees and security to be provided by the Duke Target Entities as set forth in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting LenderSection 4(a)(iii) that delivers an executed counterpart signature page are required to this Agreement at become Guarantors, if such guarantees and security cannot be provided as a condition precedent because the directors or managers of such entities have not authorized such guarantees and security and the elections of new directors or managers to authorize such guarantees and security has not taken place prior to 5.00 p.m.the Second Amendment Effective Date (such guarantees and security, “Duly Authorized Guarantees and Security” and any such entity subject to such limitation referenced to in this clause (2), each, a “Deferred Loan Party”), such elections shall take place, such authorizations shall be provided and such Duly Authorized Guarantees and Security (and the documentation required to be delivered by such Deferred Loan Parties pursuant to Section 4(a)(iii)) shall be provided no later than 5:00 p.m. (New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Second Amendment Effective Date, including reimbursement and (c) the only conditions (express or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counselimplied) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect availability of the Restated Credit Agreement and Incremental Tranche B Revolving Loan Commitments on the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements Second Amendment Effective Date are those expressly set forth in Section 4(a) hereof, and such conditions shall be subject in all respects to the definition provisions of this Section 4(b). This paragraph and the provisions contained herein are referred to in this Second Amendment as the “Permitted Refinancing Indebtedness” in the Existing Credit AgreementLimited Conditionality Provision”.
Appears in 1 contract
Sources: Credit Agreement (Dynegy Inc.)
Effectiveness. This Amended Agreement shall become effective on and as of the date on which (the "Effective Date") that each of the following conditions precedent is shall have been satisfied (such date, the “Revolving Credit Loan Modification Effective Date”or waived in accordance with Section 10.05):
(a) The Revolving Credit Loan Modification Offer Arrangers 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 executed 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 and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4by such party).;
(b) The 2015 Revolving Credit Commitments receipt by the Administrative Agent of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, a duly executed Note for the account of not less than $55,000,000.each Bank dated on or before the Effective Date complying with the provisions of Section 2.05;
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received receipt by the following, each Administrative Agent of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer an opinion of the signing Loan Party:
(i) General Counsel of the Borrower, substantially in the form of Exhibit E hereto and covering such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request additional matters relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, as the Loan Documents or the transactions contemplated hereby, all in form and substance Required Banks may reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangersrequest;
(iid) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ receipt by the Administrative Agent of an opinion of Davis Polk & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ LimitedWardwell, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & for the Admin▇▇▇▇▇▇▇▇▇ Age▇▇, Luxembourg counsel ▇▇▇▇tantially in the form of Exhibit F hereto and covering such additional matters relating to Intermediate Parent the transactions contemplated hereby as the Required Banks may reasonably request;
(e) receipt by the Administrative Agent of evidence satisfactory to it of the payment of all principal of and TDS Intermediate Parentinterest on any loans outstanding under, in each case and of all other amounts payable under, the Existing Credit Agreement up to but excluding the Effective Date; and]
(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 Amended Agreement and the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Revolving Administrative Agent. On the Effective Date the Existing Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer 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 Borrower dated parties hereto shall be governed by this Amended Agreement; provided the Revolving rights and obligations of the parties hereto that are parties to the Existing Credit Loan Modification Agreement shall continue to be governed by the provisions of the Existing Credit Agreement with respect to the period prior to the Effective Date. On the Effective Date, certifying as any Bank whose Commitment is changed to zero shall cease to be a Bank party to this Agreement and all accrued fees and other amounts payable under this Agreement for the account of such Bank shall be due and payable on such date; provided that the provisions of Sections 9.03, 9.04 and 10.03 of this Agreement shall continue to inure to the accuracy benefit of each such Bank. The Notes delivered to each Bank under the Existing Credit Agreement shall be canceled and Notes under this Amended Agreement shall be given in substitution therefor. Each Bank shall promptly after the Effective Date deliver to the Borrower for cancellation the Note delivered to such Bank under the Existing Credit Agreement. The parties hereto acknowledge that on and as of the representations Effective Date, the Subsidiary Guaranty Agreement delivered to the Administrative Agent pursuant to Section 4.03(c) of the Existing Credit Agreement shall be automatically terminated without further action of the parties thereto or hereto and warranties set forth in Section 3 hereof.
(d) the obligations of the guarantors thereunder shall be released. The Administrative Agent shall have received payment from promptly notify the Borrower, in Same Day Funds, for Borrower and each Bank of the account effectiveness of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012Amended Agreement, and agrees to convert Revolving Credit Commitments such notice shall be conclusive and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans binding on the Revolving Credit Loan Modification Effective Dateall parties hereto.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Effectiveness. This Amendment shall be effective only if the Administrative Agent has received, on or before the date of this Amendment (or such later date as the Administrative Agent may agree in writing), each of the following, each in form and substance acceptable to the Administrative Agent in its sole discretion:
(a) this Amendment, duly executed by the Borrower;
(b) an Acknowledgment and Agreement shall become effective on of Guarantor, duly executed by the Guarantor;
(c) an amended and restated Note to the extent requested by any Lender, duly executed by the Borrower in favor of such Lender;
(d) a certificate of the secretary or other appropriate officer of the Borrower certifying (i) that the execution, delivery and performance of this Amendment and the other documents contemplated hereunder to which the Borrower is a party have been duly approved by all necessary action of the Governing Board of the Borrower, and attaching true and correct copies of the applicable resolutions granting such approval; (ii) that the Organizational Documents of the Borrower, which were certified and delivered to the Administrative Agent pursuant to the most recent certificate of secretary or assistant secretary given by the Borrower to the Lenders, continue in full force and effect and have not been amended or otherwise modified except as set forth in the certificate to be delivered as of the date on which each hereof; and (iii) that the officers and agents of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):
(a) The Revolving Credit Loan Modification Offer Arrangers shall Borrower who have executed a counterpart hereof and shall have received duly executed counterparts of this Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, been certified to the Administrative Agent, pursuant to the Collateral certificate of secretary or assistant secretary given by the Borrower to the Administrative Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender as being authorized to sign and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction act on behalf of the other conditions Borrower continue to effectiveness set be so authorized or setting forth in this Section 4).
(b) The 2015 Revolving Credit Commitments the sample signatures of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers shall have received the following, each of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer the officers and agents of the signing Loan Party:
(i) such documents Borrower authorized to execute and deliver this Amendment and all other documents, agreements and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization on behalf of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer ArrangersBorrower;
(iie) favorable legal opinions from (A) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York a signed copy of an opinion of counsel for each Obligor addressed to the Loan Administrative Agent, on behalf of the Lenders, with respect to the matters contemplated by this Amendment and all other documents, agreements and certificates contemplated hereunder;
(f) evidence of all insurance required by the terms of the Security Documents, including but not limited to flood insurance if the real estate described in any Mortgage is located within the 100-year flood plain, together with certificates and loss payable endorsements showing the Administrative Agent, for the benefit of the Lender Parties, as mortgagee, additional insured and lender loss payee thereunder;
(Bg) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limitedthe absence of any Material Adverse Effect, special Bermuda counsel to Holdingsfinancial or otherwise, (C) Hassansaffecting the Borrower or the Consolidated Group since August 31, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers2010; and
(iiih) a certificate from a Responsible Officer payment of the Borrower dated the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereof.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% of the aggregate principal amount of the Revolving Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective Date.
(e) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts expenses due and payable to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory pursuant to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect Fee Letter dated as of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunder.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000May 24, 2011, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit AgreementSection 9 hereof.
Appears in 1 contract
Effectiveness. This The amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as set forth in Section 2 hereof shall become effective on and as of the first date (the “Second Restatement Effective Date”) on which each of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):shall have been satisfied:
(a) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have executed a counterpart hereof hereto and shall have received duly executed counterparts from the Company and each Designated Subsidiary (including, subject to the final paragraph of this Section, the Acquired Company and such of its subsidiaries as constitute Designated Subsidiaries), each Lender, each Issuing Bank and the Swingline Lender either (i) a counterpart of this Agreement that, when taken together, bear the signatures signed on behalf of Holdings, Intermediate Parent, TDS Intermediate Parent, the Borrower, such party or (ii) evidence satisfactory to the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender and each 2015 Alternative Currency Revolving Credit Lender Agent (it being understood which may include a facsimile transmission) that each Lender’s delivery such party has signed a counterpart of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)Agreement.
(b) The 2015 Revolving Credit Commitments Administrative Agent shall have executed a counterpart to the Restated Security Agreement and shall have received from the Company and each Designated Subsidiary (including, subject to the final paragraph of Lenders who have agreed this Section, the Acquired Company and such of its subsidiaries as constitute Designated Subsidiaries), either (i) a counterpart of the Restated Security Agreement signed on behalf of such party or (ii) evidence satisfactory to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, the Administrative Agent (which may include a facsimile transmission) that such party has signed a counterpart of not less than $55,000,000the Restated Security Agreement.
(c) The Revolving Credit Loan Modification Offer Arrangers Administrative Agent shall have received a favorable written opinion (addressed to the followingAdministrative Agent, each the Lenders and the Issuing Banks and dated the Second Restatement Effective Date) of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) Proskauer Rose LLP, New York counsel for the Loan Parties, (ii) Drinker ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Acquired Company and California and Pennsylvania counsel to certain of the Loan Parties, (iii) ▇▇▇ ▇▇▇▇▇▇ LLP, Connecticut counsel to certain of the Loan Parties, (iv) ▇▇▇▇▇ Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, Tennessee counsel to certain of the Loan Parties, (v) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, LLP, Indiana counsel to certain of the Loan Parties, (vi) ▇▇▇▇▇▇▇ & Savage PC, Virginia counsel to certain of the Loan Parties, (vii) ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLP, Ohio counsel to certain of the Loan Parties and (viii) ▇▇▇▇▇▇▇▇▇ Traurig LLP, Nevada counsel to certain of the Loan Parties, in each case in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Administrative Agent shall have received such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers Administrative Agent may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby Transactions and any other legal matters relating to each the Loan PartyParties, the Loan Documents or the transactions contemplated herebyTransactions, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;Administrative Agent.
(iie) favorable legal opinions from The Administrative Agent shall have received a certificate, dated the Second Restatement Effective Date and signed by the chief financial officer of the Company, certifying satisfaction of the conditions set forth in paragraph (Ai), the first sentence of paragraph (j), the first sentence of paragraph (l) Skaddenand paragraph (n).
(f) The Administrative Agent shall have received a certificate, Arpsdated the Second Restatement Effective Date and signed by the chief financial officer of the Company, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel as to the solvency of the Loan PartiesParties on a consolidated basis after giving effect to the Transactions, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, Luxembourg counsel to Intermediate Parent and TDS Intermediate Parent, in each case in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; andAdministrative Agent.
(iiig) The Administrative Agent shall have received, with respect to the Acquisition, a certificate from of a Responsible Financial Officer of the Borrower Company required to be delivered pursuant to Section 6.04(h) of the Restated Credit Agreement.
(h) The Administrative Agent shall have received a completed Borrowing Base Certificate, which shall be dated the Revolving Credit Loan Modification Second Restatement Effective DateDate and signed by a Financial Officer of the Company and shall set forth information required therein as of April 28, certifying as 2012, on a pro forma basis after giving effect to the accuracy of Acquisition, together with supporting information and any additional reports with respect to the Borrowing Base that the Administrative Agent may reasonably request.
(i) The representations and warranties set forth in Section 3 hereofhereof shall be true and correct in all material respects as of the Second Restatement Effective Date.
(dj) The Collateral and Guarantee Requirement shall have been satisfied (subject to the final paragraph of this Section). The Administrative Agent shall have received a completed Perfection Certificate, in form reasonably satisfactory to the Administrative Agent, dated the Second Restatement Effective Date and signed by an executive officer or a Financial Officer of each of the Company and the Acquired Company, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted under Section 6.02 of the Restated Credit Agreement or have been, or substantially contemporaneously with the occurrence of the Second Restatement Effective Date will be, released.
(k) The Administrative Agent shall have received payment from evidence that the Borrowerinsurance required by Section 5.07 of the Restated Credit Agreement is in effect, in Same Day Fundstogether with endorsements naming the Administrative Agent, for the account benefit of each Accepting Revolving the Lender Parties, as additional insured and loss payee thereunder to the extent required under Section 5.07 of the Restated Credit Lender Agreement and Section 4.10 of the Restated Security Agreement.
(other than any Defaulting Lenderl) that delivers an executed counterpart signature page The Acquisition shall have been consummated, or substantially concurrently with the Second Restatement Effective Date shall be consummated, pursuant to this and on the terms set forth in the Acquisition Agreement at (and the Acquired Company shall have become, or prior to 5.00 p.m.substantially concurrently with the Second Restatement Effective Date shall become, New York City time, on May 1, 2012a wholly owned Subsidiary of the Company), and agrees all conditions precedent to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% the consummation of the aggregate principal amount Offer (as defined in the Acquisition Agreement as in effect on the original date thereof) and the Merger (as defined in the Acquisition Agreement as in effect on the original date thereof) shall have been satisfied, in each case without giving effect to any amendments, waivers or consents that are adverse in any material respect to the Loan Parties that have not been approved by the Arrangers. The Administrative Agent shall have received a copy of the Revolving Acquisition Agreement, certified by a Financial Officer or other executive officer of the Company as being complete and correct and as enclosing all closing certificates, opinions and other closing documents delivered in satisfaction of the closing conditions set forth in the Acquisition Agreement.
(m) All principal, premium, if any, interest, fees and other amounts due or outstanding under the Existing Acquired Company Credit Commitments Agreement shall have been paid in full, or substantially concurrently with the Second Restatement Effective Date shall be paid in full, the commitments and letters of credit outstanding thereunder shall have been terminated, or substantially concurrently with the Second Restatement Effective Date shall be terminated or backstopped by Letters of Credit, and all Guarantees and Liens existing in connection therewith shall have been discharged and released, or substantially concurrently with the Second Restatement Effective Date shall be released, and the Administrative Agent shall have received reasonably satisfactory evidence thereof.
(whether used or unusedn) After giving effect to the Acquisition and the other Transactions, Availability shall be not less than $50,000,000.
(o) The Lenders shall have received projections for the Company and the Subsidiaries through end of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification sixth fiscal year of the Company after the Second Restatement Effective Date.
(ep) The Lenders shall have received the financial statements, opinions and certificates referred to in Section 3.04.
(q) The Administrative Agent and the Revolving Credit Loan Modification Offer Arrangers shall have received all other fees and other amounts due and payable to them in connection with this Agreement the Administrative Agent and invoiced before the Revolving Credit Loan Modification Arrangers on or prior to the Second Restatement Effective Date, including including, to the extent invoiced, reimbursement or payment of all reasonable documented out-of-pocket expenses (including the reasonable fees, charges and disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Company under the Commitment Letter, the Existing Credit Agreement.
(f) Each Loan Party shall have entered into a written instrument in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect of , the Restated Credit Agreement and the Obligations of such or any other Loan Party hereunder and thereunderDocument, as applicable.
(gr) The Borrower Administrative Agent shall have issued Permitted Refinancing Indebtedness received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, at least five Business Days prior to the Second Restatement Effective Date. Notwithstanding anything to the contrary in an aggregate principal amount clause (i) above, the only representations and warranties relating to the Acquired Company and its subsidiaries the making of which shall be a condition to the effectiveness of the amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as provided herein shall be the Acquired Company Acquisition Agreement Representations and the Specified Representations. Notwithstanding the foregoing conditions, solely with respect to the matters expressly identified in the Post-Closing Letter Agreement, the satisfaction of the foregoing conditions shall not less than $175,000,000be required on the Second Restatement Effective Date, and all shall not be a condition to the Net Cash Proceeds thereof effectiveness of the amendment and restatement of the Existing Credit Agreement and the Schedules and Exhibits thereto as provided herein, but shall have been applied be required to prepay Term Loans be accomplished in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Post-Closing Letter Agreement.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Ascena Retail Group, Inc.)
Effectiveness. This Amendment Agreement shall become effective on and as of January 15, 1997 (the date on which each "Restatement Effective Date") upon the satisfaction of the following conditions precedent is satisfied (such date, the “Revolving Credit Loan Modification Effective Date”):precedent:
(a) The Revolving Credit Loan Modification Offer Arrangers shall have executed a counterpart hereof and Agent shall have received duly executed counterparts of this Amendment Agreement and the Amended Credit Agreement that, when taken together, bear the signatures of Holdings, Intermediate Parent, TDS Intermediate Parent, all the Borrower, the Administrative Agent, the Collateral Agent, the Revolving Credit Loan Modification Offer Arrangers, each L/C Issuer, the Swing Line Lender, each 2015 Dollar Revolving Credit Lender parties hereto and each 2015 Alternative Currency Revolving Credit Lender (it being understood that each Lender’s delivery of an executed signature page shall be irrevocable subject only to the satisfaction of the other conditions to effectiveness set forth in this Section 4)thereto.
(b) The 2015 Revolving Credit Commitments of Lenders who have agreed to extend their Revolving Credit Commitments and Revolving Credit Loans and convert into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans shall be in an aggregate amount, without duplication, of not less than $55,000,000.
(c) The Revolving Credit Loan Modification Offer Arrangers Agent shall have received the following, each a favorable written opinion of which shall be originals or facsimiles (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party:
(i) such documents and certificates as the Revolving Credit Loan Modification Offer Arrangers may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the transactions contemplated hereby and any other legal matters relating to each Loan Party, the Loan Documents or the transactions contemplated hereby, all in form and substance reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers;
(ii) favorable legal opinions from (A) Skadden, Arps, Slate, John ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, New York counsel to the Loan Parties, (B) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ Limited, special Bermuda counsel to Holdings, (C) Hassans, Gibraltar counsel to Intermediate Parent and (D) ▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇, Luxembourg ▇▇q., Senior Executive Vice President, General Counsel, Cashier and Secretary of the Borrower, and Simp▇▇▇ ▇▇▇▇▇▇▇ & Bart▇▇▇▇, ▇▇unsel to the Borrower ("Borrower's Counsel"), each dated the Restatement Effective Date and addressed to the Lenders and satisfactory to the Lenders and to Cravath, Swaine & Moor▇, ▇▇unsel for the Agent, to the effect set forth in Exhibit B and Exhibit C, respectively, and the Borrower hereby instructs such counsel to Intermediate Parent deliver such opinion to the Agent.
(c) All legal matters incident to this Amendment Agreement and TDS Intermediate Parent, in each case in form the Amended Credit Agreement and substance the borrowings thereunder shall be reasonably satisfactory to the Revolving Credit Loan Modification Offer Arrangers; and
(iii) a certificate from a Responsible Officer of Lenders, the Borrower dated Borrower's Counsel and to Cravath, Swaine & Moor▇, ▇▇unsel for the Revolving Credit Loan Modification Effective Date, certifying as to the accuracy of the representations and warranties set forth in Section 3 hereofAgent.
(d) The Administrative Agent shall have received payment from the Borrower, in Same Day Funds, for the account of each Accepting Revolving Credit Lender (other than any Defaulting Lender) that delivers an executed counterpart signature page to this Agreement at or prior to 5.00 p.m., New York City time, on May 1, 2012, and agrees to convert Revolving Credit Commitments and Revolving Credit Loans into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans an extension fee in an aggregate amount equal to 3.00% certified copies of the aggregate principal amount resolutions of the Revolving Board of Directors of the Borrower approving or authorizing approval of the execution and delivery of the Amendment Documents and the performance of the Credit Commitments (whether used or unused) of such Lender that are converted into 2015 Revolving Credit Commitments and 2015 Revolving Credit Loans on the Revolving Credit Loan Modification Effective DateAgreement as amended hereby.
(e) The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of the Borrower certifying the incumbency and signatures of the Revolving officer or officers of the Borrower signing the Amendment Documents.
(f) The Agent shall have received a certificate, dated the Restatement Effective Date and signed by a Financial Officer of the Borrower, confirming 110 4 compliance with the conditions precedent set forth in paragraphs (b) and (c) of Article IV of the Amended Credit Loan Modification Offer Arrangers Agreement.
(g) The Agent shall have received all other fees Fees and other amounts due and payable on or prior to them in connection with this Agreement and invoiced before the Revolving Credit Loan Modification Restatement Effective Date, including reimbursement or payment of all reasonable documented out-of-pocket expenses (including reasonable fees, disbursements and other charges of counsel) required to be reimbursed or paid by any Loan Party in connection with the Agreement.
(fh) Each Loan Party No Loans shall have entered into a written instrument in form and substance reasonably satisfactory to be outstanding under the Revolving Credit Loan Modification Offer Arrangers pursuant to which it confirms that it consents to this Agreement and reaffirms that the Collateral Documents to which it is party will continue to apply in respect as of the Restated Credit Agreement and the Obligations of such Loan Party hereunder and thereunderRestatement Effective Date.
(g) The Borrower shall have issued Permitted Refinancing Indebtedness in an aggregate principal amount not less than $175,000,000, and all the Net Cash Proceeds thereof shall have been applied to prepay Term Loans in accordance with the requirements set forth in the definition of “Permitted Refinancing Indebtedness” in the Existing Credit Agreement.
Appears in 1 contract
Sources: Competitive Advance and Revolving Credit Facility Agreement (Mbna Corp)