First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lender): (a) The Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, the Administrative Agent, each Lender (representing each lender party to the Existing Credit Agreement) and each Tranche B Lender. (b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent; (c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower; (d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to the Administrative Agent, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement; (e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification; (f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date); (g) There shall not have occurred a Material Adverse Change; and (h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g).
Appears in 1 contract
First Amendment Effective Date. This Amendment The amendments set forth in Article I shall become effective as of the first date (the “First Amendment Effective Date”) on which when, and only when, each of the following conditions precedent shall have been satisfied (or waived by each Lender):satisfied:
(a) The Administrative Agent (or its counsel) Noteholders shall have received a counterpart signature page evidence reasonably satisfactory to them that the closing of this the NYSE Merger Transactions has occurred or will occur substantially concurrently with the occurrence of the First Amendment duly executed by Effective Date in accordance with the BorrowerMerger Agreement (as in effect on the Execution Date), without any amendment or modification thereto that, in the Administrative Agentreasonable determination of the Required Holders, each Lender (representing each lender party would be adverse in any material respect to the Existing Credit Agreement) and each Tranche B Lender.rights or interests of the Noteholders;
(b) The Administrative Agent (or its counsel) Noteholders shall have received a written Subsidiary Guaranty (together with the guaranty provided by New ICE Parent in Section 22 of the Note Purchase Agreement as amended by this First Amendment, the “Guaranties”), duly executed and delivered by NYSE, by which NYSE guarantees all obligations under the Note Purchase Agreement and the Notes (the “Obligations”);
(c) The Noteholders shall have received a legal opinion (addressed from counsel to the Administrative AgentCompany, the Tranche B Lenders New ICE Parent and the Lenders NYSE, in form and dated the First Amendment Effective Date) from (i) substance reasonably satisfactory to ▇▇▇▇▇▇▇ & and ▇▇▇▇▇▇ LLP, special as counsel to the Borrower Required Holders, addressing such matters as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as counsel to the Required Holders, may reasonably request;
(d) The Noteholders shall have received (i) an unaudited consolidated balance sheet of New ICE Parent and its Subsidiaries as of the last day of the fiscal quarter most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on such date and (ii) an associate general counsel, deputy general counsel or unaudited consolidated income statement of New ICE Parent and its Subsidiaries for the general counsel period of four fiscal quarters most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the Borrower or AnadarkoNYSE Merger Transactions as if such events had occurred on the first day of such period, together with an Officer’s Certificate with respect to the period covered by such financial statements, executed by a Senior Financial Officer of New ICE Parent, setting forth the computation of the financial covenants set forth in Sections 10.1 and 10.2 of the Note Purchase Agreement as of the last day of the period covered by such financial statements, all of which shall be in form and substance reasonably satisfactory to the Required Holders;
(e) The Noteholders shall have received a certificate, signed by a Responsible Officer of each caseObligor, in form and substance reasonably acceptable satisfactory to the Administrative AgentRequired Holders, certifying that the representations and warranties set forth in Article III hereof are true and correct as of the First Amendment Effective Date;
(cf) The Administrative Agent (or its counsel) Noteholders shall have received (i) a certificate of a responsible the secretary, an assistant secretary or other appropriate officer of the General Partner, New ICE Parent as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching in form and substance reasonably satisfactory to the Required Holders, certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of New ICE Parent, certified as to of a recent date by the Secretary of State (ior comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of New ICE Parent, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the Board board of Directors directors (or similar governing body) of the General Partner, as general partner of and on behalf of the BorrowerNew ICE Parent, authorizing the execution, delivery and performance of this First Amendment and its joining to the transactions contemplated herebyNote Purchase Agreement and guaranty of the obligations thereunder, and as to the incumbency and genuineness of the signature of each officer of New ICE Parent executing this First Amendment, and attaching all such copies of the documents described above; and (ii) the organizational documents a certificate of the Borrower (whichsecretary, an assistant secretary or other appropriate officer of NYSE as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the extent filed with Required Holders, certifying (A) that attached thereto is a Governmental Authoritytrue and complete copy of the articles or certificate of incorporation, shall be certificate of formation or other organizational document and all amendments thereto of NYSE, certified as of a recent date by such the Secretary of State (or comparable Governmental Authority)) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (iiiB) the good standing, existence or its equivalent that attached thereto is a true and complete copy of the Borrower bylaws, operating agreement or similar governing document of NYSE, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (ivC) certificates of incumbency with respect below were adopted to responsible officers of and including the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans date of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Datecertificate, and (iiiC) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of NYSE, authorizing the execution, delivery and performance of a guaranty under the Note Purchase Agreement, and as to the Administrative Agent, incumbency and genuineness of the Arrangers and the Lenders, as applicablesignature of each officer of NYSE executing such guaranty, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), attaching all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 such copies of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date)documents described above;
(g) There The Obligors shall have paid all remaining reasonable fees and disbursements of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP not have occurred a Material Adverse Changepreviously paid in accordance with Section 2.1(e) in connection with the preparation, negotiation, execution and delivery of this First Amendment and the transactions contemplated hereby; and
(h) The Administrative Agent (or its counsel) Obligors shall have received a certificate of a responsible officer of paid the General Partner, as general partner and on behalf of the Borrower, certifying as amendment fee required by Section 2.3 hereof to the satisfaction of conditions specified in Sections 5(f) and (g)each Noteholder.
Appears in 1 contract
Sources: Note Purchase Agreement (Intercontinentalexchange Inc)
First Amendment Effective Date. This Amendment shall become effective as of the first date (such date of effectiveness, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lenderin accordance with Section 9.02 of the Credit Agreement):
(a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, LuxCo 1, LuxCo 2, the BorrowerBorrowers, the other Loan Parties, the Administrative AgentAgent and Lenders who shall constitute the Required Revolving Lenders, each Lender (representing each lender party to the Existing Credit Agreement) and each Required Tranche A Terms Lenders, the Required Tranche B Lender.Term Lenders and the Required Lenders;
(b) The Administrative Agent all fees and expenses required to be paid by (or its counselon behalf of) shall have received a written opinion (addressed the Borrowers to the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel Agent or any arranger pursuant to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the any fee letter with any Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (Holdings on or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on before the First Amendment Effective Date, and the Consent Fee (iiias defined below), shall have been (or shall substantially contemporaneously be) to paid in full in cash (and in the Administrative Agentcase of expenses, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid such shorter period agreed by the Borrower hereunder or under Section 10.03 of the Amended Credit AgreementBorrowers in their sole discretion);
(ec) To the extent reasonably requested by the Administrative Agent or any Lender shall have received evidence that Payor (as defined in writing the Indemnity Agreement) shall have delivered to Payee (as defined in the Indemnity Agreement) a draft of this Amendment at least ten (10) business days Business Days (as defined in the Indemnity Agreement) prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(fd) The the representations and warranties of each Loan Party set forth in Section 4 are 3 of this Amendment shall be true and accurate correct in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except after giving effect to this Amendment; provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date);
(g) There , they shall not have occurred a be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified by materiality or reference to Material Adverse Change; and
(h) The Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the First Amendment Effective Date or on such earlier date, as the case may be, and the Administrative Agent (or its counsel) shall have received a certificate of certificate, dated the First Amendment Effective Date and signed by a responsible officer Financial Officer or the President or a Vice President of the General PartnerSwiss Borrower, as general partner and confirming, on behalf of the Swiss Borrower, certifying as to the satisfaction knowledge of conditions specified in Sections 5(f) and such individual, compliance with this paragraph (gd).
Appears in 1 contract
First Amendment Effective Date. (a) This First Amendment shall become effective as of the first date hereof (the “First Amendment Effective Date”) on which upon the satisfaction of the following conditions:
(i) the Agent shall have received counterparty signature pages of this First Amendment from each of the following conditions shall have been satisfied (or waived by Borrower and each Lender):Bank;
(aii) The Administrative the Agent (or its counsel) shall have received a counterpart signature page certificate signed by a Responsible Officer of this Amendment duly executed by the Borrower, Company certifying that the Administrative Agent, each Lender (representing each lender party to the Existing Credit Agreementconditions specified in Sections 5(b) and each Tranche B Lender.(c) have been satisfied;
(biii) The Administrative Agent (or its counsel) Company shall have received a written opinion (addressed to the Administrative Agentpaid all fees, the Tranche B Lenders charges and the Lenders and dated the First Amendment Effective Date) from (i) disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, LLP in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and connection with the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to the Administrative Agent, the Arrangers and the Lenders, as applicable, and hereby to the extent invoiced at least two one (21) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days Day prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, ;
(iv) The Loan Parties shall have receivedprovided the documentation and other information to the Agent and Banks that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written requests therefor at least three five (35) Business Days prior to the First Amendment Effective Date; and
(b) Without limiting the generality of the provisions of Section 9.01 of the Amended Credit Agreement, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulationsfor purposes of determining compliance with the conditions specified in Section 6(a) hereof, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender each Bank that has requested in writing signed this First Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Beneficial Ownership Certification in relation to Bank unless the Borrower Agent shall have received notice from such Beneficial Ownership Certification;Bank prior to the First Amendment Effective Date specifying its objection thereto.
(fc) The representations Agent shall promptly notify the Company and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as the Banks of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);
(g) There shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g)Date.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become deemed effective as of the first date hereof (the “First Amendment Effective Date”) on which each upon satisfaction of the following conditions shall have been satisfied (or waived by each Lender):conditions:
(a) The Administrative Agent (or its counsel) shall have received a counterpart signature page the execution and delivery of this Amendment duly executed by the Borrowerundersigned Loan Parties, Agent and all the Administrative Agent, each Lender Lenders (representing each lender party to including the Existing Credit Agreement) and each Tranche B Lender.Departing Lenders);
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible duly authorized officer of the General Partneror other person authorized to represent each Loan Party, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the that attached copies of such Loan Party’s Organization Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Board Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to this Amendment have been obtained and are in effect; and (iv) to the title, name and signature of Directors each Person authorized to sign the Loan Documents to which such Loan Party is a party. Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Loan Party in writing;
(c) Agent shall have received certificates, in form and substance satisfactory to it, from a Responsible Officer of the General Partnereach Loan Party certifying that, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of after giving effect to this Amendment and the transactions contemplated herebyhereunder, (i) the Canadian Borrower and its consolidated Restricted Subsidiaries, taken as a whole, and the U.S. Borrower and its consolidated Restricted Subsidiaries, taken as a whole, are Solvent; (ii) the organizational documents no Default or Event of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), Default exists; (iii) the good standing, existence or its equivalent representations and warranties set forth in Section 9 of the Borrower Credit Agreement with respect to such Loan Party are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); and (iv) certificates of incumbency such Loan Party has complied with respect all agreements and conditions to responsible officers of be satisfied by it under the BorrowerLoan Documents;
(d) The Borrower Agent shall have paid received satisfactory evidence that Agent shall have a valid and perfected security interest in the Collateral (iincluding delivery to Agent of all instruments needed for filings or recordations necessary to perfect its Liens in the Collateral);
(e) to the Administrative AgentAgent shall have received UCC, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective DatePPSA, and Lien searches and other evidence satisfactory to Agent that its Liens are the only Liens upon the ABL Collateral, except Permitted Liens;
(iiif) to All accrued fees and expenses of Agent (including the Administrative fees and expenses of counsel (including any local counsel) for Agent, ) due from the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days Loan Parties on or prior to the First Amendment Effective Date shall have been paid in full in cash, including (unless the Borrower otherwise consents), i) all fees payable to Agent under Agent Fee Letter and (ii) a closing fee for the benefit of each Lender (other amounts due and payable than Departing Lenders) in an amount equal to 0.20% of the aggregate amount of each Lender’s Commitment on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required Date giving effect to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreementthis Amendment;
(eg) To the extent reasonably requested Agent shall have received good standing certificates for each Loan Party, issued by the Administrative Agent Secretary of State or any Lender in writing at least ten (10) business days prior other appropriate official of such Loan Party’s jurisdiction of organization and with respect to the First Amendment Effective DateEuropean Borrower, an original extract from the Administrative Agent or such Lender, as register of the case may be, chamber of commerce;
(h) Each Borrower shall have receivedprovided, at least three (3) Business Days prior in form and substance satisfactory to the First Amendment Effective DateAgent and each Lender, all documentation and other information required under as Agent or any Lender deems appropriate in connection with applicable “know-your-know your customer” and anti-money money-laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith Act and (ii) to the extent the Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to the Borrower shall have received such Beneficial Ownership CertificationBorrower;
(fk) The representations All principal, interest, fees and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on other amounts owing under the Existing Loan Agreement to any “Lender” under and as of defined in the First Amendment Effective Date Existing Loan Agreement that will not be a Lender under the Loan Agreement (except to the extent that any such representations and warranties relate solely to an earlier date);
Lender, a “Departing Lender”) shall have been (gor shall substantially contemporaneously be) There shall not have occurred a Material Adverse Changerepaid in full; and
(hl) The Administrative Agent (or its counsel) shall have received a certificate Borrowing Base Certificate prepared as of a responsible officer of the General PartnerFebruary 29, as general partner 2020 in form and on behalf of the Borrower, certifying as substance reasonably satisfactory to the satisfaction of conditions specified in Sections 5(f) and (g)Agent.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective as of the date first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lender):above written when and only when:
(a) The Administrative Agent (or its counsel) shall have received a counterpart signature page all of the following, at Administrative Agent’s office, duly executed and delivered and in form, substance and date reasonably satisfactory to Administrative Agent:
(i) this Amendment duly Amendment, executed by the Borrower, the Administrative AgentGuarantors, each Lender (representing each lender party to of the Existing Credit Agreement) and each Tranche B Lender.
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to Lenders, the Administrative Agent, the Tranche B Lenders Issuing Bank, and Swingline Lender;
(ii) replacement Notes for the Lenders whose Commitment has changed executed by the Borrower in favor of each such Lender requesting such a Note, each Note in a principal amount equal to such Lender’s Commitment and each Note dated as of the First Amendment Effective Date;
(iii) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLPresolutions of its board of directors, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel managers or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent members (or its counseltheir equivalent) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery execution and performance of this Amendment and the transactions contemplated herebywhich such Person is executing in connection herewith, (ii) the organizational documents incumbency and signature of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to officer executing this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative Agent, the Arrangers Agent and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement Lenders or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed attaching any amendments or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreementrestatements thereof;
(eiv) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten a certificate from Borrower (10i) business days prior to the First Amendment Effective Daterepresenting and warranting that, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date Date, before and after giving effect to the increase in Commitments resulting hereunder (A) no Default or Event of Default exists or would exist immediately after giving effect to the increase in the Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the First Amendment Effective Date, except to the extent that such representations and warranties relate solely specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b);
, respectively, of Section 6.01, and (gC) There all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the First Amendment Effective Date after giving effect to actual Credit Exposure on the First Amendment Effective Date, if any, (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall not have occurred a Material Adverse Changeapply to the Obligations as they are or may be increased by this Amendment and (iv) agreeing that its obligations and covenants under each Loan Document are otherwise unimpaired by this Amendment and shall remain in full force and effect; and
(hv) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of an opinion from ▇▇▇▇▇ Lovells US LLP, counsel to each Loan Party and the General Partner, as general partner in form and on behalf of the Borrower, certifying as substance reasonably satisfactory to the satisfaction Administrative Agent and its counsel.
(b) Borrower shall have paid:
(i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the First Amendment Effective Date;
(ii) the arrangement fee to be paid to the Arranger pursuant to the First Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable;
(iii) the upfront fee to be paid to the Administrative Agent pursuant to the First Amendment Fee Letter for the account of conditions specified each Lender increasing its Commitment, which upfront fee will be paid to each Lender increasing its Commitment that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on September 7, 2011, which fee once paid will be fully earned and nonrefundable; and
(iv) the extension fee to be paid to the Administrative Agent pursuant to the First Amendment Fee Letter for the account of each Lender party to this Amendment, which extension fee will be paid to each Lender that sends its signed signature page to this Amendment to the Administrative Agent’s counsel by noon, New York time on September 7, 2011, which fee once paid will be fully earned and nonrefundable.
(c) Borrower shall have paid, in Sections 5(fconnection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the First Amendment Effective Date, or otherwise due Administrative Agent and (g)including invoiced fees and disbursements of Administrative Agent’s attorneys.
Appears in 1 contract
First Amendment Effective Date. This Amendment (subject to Section 4), and the obligation of each New Term Lender to make or acquire by continuation New Term Loans, shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall precedent have been satisfied (or waived by each Lender):satisfied:
(a) The Administrative Agent (or its counsel) shall have received a counterpart signature page (i) this Amendment, executed and delivered by the Administrative Agent and the Borrower and Persons committing herein to provide New Term Loans in an aggregate principal amount sufficient to refinance in full the Existing Term Loans outstanding under the Credit Agreement immediately prior to the First Amendment Effective Date and (ii) reasonably satisfactory evidence that the Existing Term Loans shall have been paid in full or will be paid in full substantially simultaneously with the effectiveness of this Amendment duly executed by Amendment, or replaced with the Borrower, the Administrative Agent, each Lender New Term Loans hereunder (representing each lender party to the Existing Credit Agreement) and each Tranche B Lenderall accrued interest thereon and other amounts outstanding in respect thereof shall have been paid in full).
(b) The Administrative Agent (or its counsel) shall have received all necessary or reasonably advisable amendments to, and a written opinion reaffirmation agreement with respect to, the existing collateral security and guarantee documents delivered under the Credit Agreement, such amendments and reaffirmation agreement to be reasonably satisfactory to the Administrative Agent.
(addressed c) All costs, fees and expenses required to be paid by the Borrower to the Administrative Agent, the Tranche B Lenders Lead Arranger and the New Term Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have been paid to the extent due and invoiced to the Borrower.
(d) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date, substantially in the form of Exhibit B hereto, with appropriate insertions and attachments and (ii) from evidence reasonably satisfactory to the Administrative Agent that each Loan Party is in good standing in its jurisdiction of organization.
(ie) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇, LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each caseits Restricted Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent;.
(cf) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrowersolvency certificate, dated the First Amendment Effective Date, attaching and certifying as substantially in the form of Exhibit L to (i) the resolutions of Credit Agreement, executed by the Board of Directors of the General Partner, as general partner of and on behalf chief financial officer of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender certifying that on the First Amendment Effective Date, and (iii) immediately after giving effect to the Administrative Agentthis Amendment, the Arrangers and the Lenders, continuation by each Continuing Term Lender of any Existing Term Loans to be continued as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable New Term Loans on the First Amendment Effective Date, including reimbursement or payment the making by each Additional Term Lender of all reasonable and documented out-of-pocket expenses required any New Term Loans to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to made on the First Amendment Effective DateDate and the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are solvent.
(g) The Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days one business day prior to the First Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the First Amendment Effective Date and that the Administrative Agent reasonably determines (i) is required by United States bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot PATRIOT Act, that was to ensure compliance therewith and (ii) has not been previously provided to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;Agent.
(fh) The Each of the representations and warranties set forth made by any Loan Party in Section 4 are or pursuant to this Amendment, the Amended Credit Agreement and the other Loan Documents shall be true and accurate correct in all material respects (unless or in all respects if qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respectsmateriality) on and as of the First Amendment Effective Date (immediately prior to and immediately after giving effect to the incurrence of the New Term Loans and the use of proceeds thereof, except to the extent that expressly made as of an earlier date, in which case such representations and warranties relate solely to an shall have been so true and correct as of such earlier date);.
(gi) There No Default or Event of Default shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer and be continuing on the First Amendment Effective Date immediately prior to and immediately after giving effect to this Amendment, the incurrence of the General Partner, as general partner New Term Loans and on behalf the use of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g)proceeds thereof.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective as of on the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lender):
(a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page counterparts of this Amendment duly executed and delivered by the BorrowerBorrower and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative Agent, each Lender (representing each lender party to the Existing Credit Agreement) and each Tranche B Lender.;
(b) The after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent (or its counsel) shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a written opinion form reasonably satisfactory to the Administrative Agent;
(addressed e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the Tranche B Lenders account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the Lenders First Amendment Effective Date and dated (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date) from (i) , all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower LLP and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form Stroock & Stroock & ▇▇▇▇▇ LLP and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to the Administrative Agent, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);; and
(g) There shall not have occurred a Material Adverse Change; and
(h) The the Administrative Agent (or its counsel) shall have received a certificate of a responsible officer mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the General Partner, as general partner and on behalf total PV-9 of the BorrowerProved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, certifying as after giving effect to the satisfaction of conditions specified in Sections 5(f) exploration and (g)production activities, acquisitions, dispositions and production.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
First Amendment Effective Date. This Amendment shall become effective as upon the execution and delivery hereof by each Loan Party, the Administrative Agent and each of the first Lenders; provided that Section 1 hereof shall not become effective until the date (the “First Amendment Effective Date”) on which each of when the following additional conditions shall have also been satisfied (or waived by each Lender):satisfied:
(a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the Borrower, the Administrative Agent, each Lender (representing each lender party to the Existing Credit Agreement) and each Tranche B Lender.
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer Responsible Officer of the General Partner, as general partner of and on behalf of the Borrower, Company dated the First Amendment Effective Datedate hereof, attaching and certifying as to the representations and warranties made by each Loan Party contained in Section 3 hereof;
(ib) the resolutions Administrative Agent shall have received a fee letter duly executed and delivered by the Company (the “Amendment Fee Letter”);
(c) the Administrative Agent shall have received Assignment and Assumptions duly executed and delivered by the Company, PNC Bank, National Association and HSBC Bank USA, N.A., in each case, setting forth assignments of the Board of Directors of Term Loans consistent with the General Partnerallocations set forth on Annex II attached hereto (collectively, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this “First Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental AuthorityAssignments”), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower the Administrative Agent and the Lenders shall have received all fees to be paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) pursuant to the Administrative Agent, the Arrangers and the Lenders, as applicable, and to the extent invoiced Amendment Fee Letter; and
(e) Lenders shall have received at least two (2) three Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees documentation and other amounts due information regarding the Loan Parties required by Governmental Authorities under applicable “know your customer and payable on anti-money laundering rules and regulations, including, without limitation, the First Amendment Effective DatePatriot Act and the Canadian AML Acts, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required in each case to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by of the Administrative Agent or any Lender in writing Borrower at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) 10 Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);
(g) There shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g).
Appears in 1 contract
Sources: Credit Agreement (Morningstar, Inc.)
First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lenderthe Administrative Agent):
(a) The the Administrative Agent (or its counsel) shall have received (x) a counterpart signature page of this Amendment duly executed by Holdings, the BorrowerParent Borrower and each Loan Party, the Administrative Agent, each 2024 Refinancing Term Loan Lender (representing each lender party to the Existing Credit Agreement) hereto and each Tranche Amendment No. 1 Replacement and Incremental Revolving Lender and (y) from each Converting Lender, a Converting Lender Consent substantially in the form of Exhibit B Lender.hereto (the “Converting Lender Consent”) (in each case, including by way of facsimile or other electronic transmission);
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the extent requested by the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of a responsible officer of the General Partnereach Loan Party, as general partner of and certifying on behalf of such Loan Party referred to in clause (a), in substantially the Borrowerform delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, dated certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the prior date of delivery or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the First Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;
(c) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2024 Lenders on the First Amendment Effective Date, attaching a customary written opinion of Bass, B▇▇▇▇ & S▇▇▇ PLC, in its capacity as special Delaware, New York and certifying as Tennessee counsel to the Loan Parties;
(id) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received a short form certificate of good standing or equivalent certificate (to the extent such concept exists in the relevant jurisdiction) with a Governmental Authority, shall be respect to the Loan Parties referred to in clause (a) (above) certified as of a recent date by such the appropriate Governmental Authority), (iii) the good standing, existence or its equivalent Authority of the Borrower and (iv) certificates state of incumbency with respect to responsible officers of the Borrowerformation;
(d) The Borrower shall have paid (ie) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to extent requested by the Administrative Agent, the Arrangers Administrative Agent shall have received all documentation and the Lendersother information, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and PATRIOT Act (ii) to the extent the including if any Borrower qualifies as a “legal entity customer” under the “Beneficial Ownership RegulationRegulations” (31 CFR §1010.230), the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Borrower). “Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except ” means a certification regarding individual beneficial ownership solely to the extent that such representations and warranties relate solely to an earlier date)required by 31 CFR §1010.230;
(g) There shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g).
Appears in 1 contract
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.)
First Amendment Effective Date. This Amendment shall become be binding upon the Administrative Agent, Borrower, and the Lenders on the last day upon which (a) counterparts of this Amendment shall have been executed and delivered to Administrative Agent by Borrower, Administrative Agent, and Requisite Lenders, or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof, at which time this Amendment shall be deemed effective as of the first date December 30, 2008 (the “First Amendment Effective Date”); (b) on which each of the following conditions Borrower shall have been satisfied (or waived by each Lender):
(a) The delivered to Administrative Agent copies (certified by the Secretary or its counselAssistant Secretary of Borrower) of all corporate action taken by Borrower to authorize the execution, delivery, and performance of this Amendment; (c) Borrower’s counsel shall have received delivered a counterpart signature page favorable legal opinion regarding the enforceability of this Amendment duly and such other matters incident to the transactions contemplated hereby as Administrative Agent may request; (d) Borrower and the requisite Noteholders shall have approved the Second Omnibus Amendment to the Note Agreements and shall have executed by and delivered the BorrowerSecond Omnibus Amendment to the Note Agreements, the which shall be in all respects in form and substance satisfactory to Administrative Agent, Agent and Requisite Lenders; (e) Borrower shall have paid to each Consenting Lender (representing each lender party by payment to the Existing Credit Agreement) and each Tranche B Lender.
(b) The Administrative Agent (or its counselfor the account of each Consenting Lender) shall have received a written opinion (addressed an Amendment Fee in an amount equal to the Administrative Agent, the Tranche B Lenders and the Lenders and dated 0.50% of such Consenting Lender’s Commitment on the First Amendment Effective Date; (f) from (i) Borrower shall have paid the reasonable fees, expenses, and disbursements of ▇▇▇▇▇▇ & and ▇▇▇▇▇▇ LLP, special LLP which are reflected in statements of such counsel rendered on or prior to the Borrower date of this Amendment; and (iig) an associate general counsel, deputy general counsel Borrower shall have delivered such other documents or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The certifications as Administrative Agent (may reasonably request. Notwithstanding the foregoing provisions, for purposes of determining compliance with the conditions specified in this Paragraph 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or its counsel) accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, notice from such Lender prior to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the proposed First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to the Administrative Agent, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);
(g) There shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or specifying its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g)objection thereto.
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First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lenderin accordance with Section 9.02 of the Credit Agreement):
(a) The the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings, U.S. HoldCo 1, U.S. HoldCo 2, the Borrower, the Administrative AgentAgent and Lenders who shall constitute the Required Revolving Lenders, each Lender (representing each lender party to the Existing Credit Agreement) and each Required Tranche A Terms Lenders, the Required Tranche B Lender.Term Lenders and the Required Lenders;
(b) The Administrative Agent all fees and expenses required to be paid by (or its counselon behalf of) shall have received a written opinion (addressed the Borrower to the Administrative Agent, the Tranche B Lenders and the Lenders and dated the First Amendment Effective Date) from (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel Agent or any arranger pursuant to any fee letter with the Borrower and (ii) an associate general counsel, deputy general counsel on or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on before the First Amendment Effective Date, and the Consent Fee (iiias defined below), shall have been (or shall substantially contemporaneously be) to paid in full in cash (and in the Administrative Agentcase of expenses, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) three Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid such shorter period agreed by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreementin its sole discretion);
(ec) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties of each Loan Party set forth herein and in Section 4 are the Loan Documents shall be true and accurate correct in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except Date; provided that, to the extent that such representations and warranties relate solely specifically refer to an earlier date), they shall be true and correct in all material respects as of such earlier date; provided, further, that any representation and warranty that is qualified by materiality or reference to Material Adverse Effect shall be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the First Amendment Effective Date or on such earlier date, as the case may be;
(gd) There at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall not have occurred a Material Adverse Changeand be continuing; and
(he) The the Administrative Agent (or its counsel) shall have received a certificate of certificate, dated the First Amendment Effective Date and signed by a responsible officer of Financial Officer or the General Partner, as general partner and on behalf President or a Vice President of the Borrower, certifying as to confirming compliance with the satisfaction of conditions specified set forth in Sections 5(fparagraphs (c) and (g)d) of this Section 4.
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First Amendment Effective Date. This Amendment shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lender):satisfied:
(a) The Lead Arranger and the Administrative Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by each of the Borrower, the Administrative Agent, the Issuing Bank and each Lender (representing each lender party to listed on the Existing Credit Agreement) and each Tranche B Lendersignature pages hereto constituting the Required Lenders.
(b) The Administrative Agent (or its counselrepresentations and warranties set forth in Sections 3(b) and 3(c) of this Amendment shall have received a written opinion (addressed to the Administrative Agent, the Tranche B Lenders be true and the Lenders correct in all respects on and dated as of the First Amendment Effective Date) from , and the Lead Arranger and the Administrative Agent shall have received a certificate (i) ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Lead Arranger Administrative Agent;), dated as of the First Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties.
(c) The Administrative Agent (or its counsel) Each Loan Party not a party hereto shall have received entered into a certificate of a responsible officer of reaffirmation agreement in form and substance reasonably satisfactory to the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment Lead Arranger and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;Administrative Agent.
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, Agent (iiA) to the Administrative Agent, for the account of each Tranche B LenderRevolving Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of May 24, 2018 (or such Tranche B Lender on the First Amendment Effective Date, and (iii) to later time as the Administrative Agent, the Arrangers Lead Arranger and the LendersBorrower shall agree) (the “Revolving Loan Consent Deadline”), a consent fee in an aggregate amount equal to 0.25% of the aggregate Revolving Commitments held by such Revolving Lender as applicable, of the Revolving Loan Consent Deadline and (B) for the account of each Term Lender that executes and delivers a counterpart signature page to the extent invoiced this Amendment at least two (2) Business Days or prior to 5:00 p.m., New York City time, on June 5, 2018 (or such later time as the First Amendment Effective Date (unless Administrative Agent, the Lead Arranger and the Borrower otherwise consentsshall agree) (the “Term Loan Consent Deadline”), a consent fee in an aggregate amount equal to 0.25% of the aggregate principal amount of the Term Loans held by such Term Lender as of the Term Loan Consent Deadline and (ii) all other fees and other amounts due and payable on pursuant to this Amendment and/or any letter agreements or fee letters by and between the First Amendment Effective DateBorrower and the Lead Arranger (collectively, including “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of all documented and reasonable and documented out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Lead Arranger and the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement or paid by the Engagement Letter. The Administrative Agent shall notify the Borrower hereunder or under Section 10.03 of and the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as Lenders hereto of the First Amendment Effective Date (except to the extent that and such representations notice shall be conclusive and warranties relate solely to an earlier date);
(g) There shall not have occurred a Material Adverse Change; and
(h) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as to the satisfaction of conditions specified in Sections 5(f) and (g)binding.
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First Amendment Effective Date. This Amendment Amendment, and the obligation of each New Term Lender to make or acquire by continuation New Term Loans, shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall precedent have been satisfied (or waived by each Lender):satisfied:
(a) The Administrative Agent (or its counsel) shall have received a counterpart signature page of (i) this Amendment duly Amendment, executed and delivered by the Borrower, the Administrative Agent, the Borrower and each other Loan Party, (ii) a Lender Addendum (representing x) in the form of Exhibit A attached hereto, executed by each lender party Additional Term Lender and (y) in the form of Exhibit B attached hereto, executed by each Continuing Term Lender, collectively, committing herein to provide New Term Loans in an aggregate principal amount sufficient to refinance in full the Existing Term Loans outstanding under the Credit Agreement immediately prior to the First Amendment Effective Date and (iii) reasonably satisfactory evidence that the Existing Credit Agreement) Term Loans shall have been paid in full or will be paid in full substantially simultaneously with the effectiveness of this Amendment, or replaced with the New Term Loans hereunder (and each Tranche B Lenderall accrued interest thereon and other amounts outstanding in respect thereof shall have been paid in full).
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed All costs, fees and expenses required to be paid by the Borrower to the Administrative Agent, the Tranche B Lenders Lead Arranger and the New Term Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have been paid to the extent due and invoiced to the Borrower.
(c) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) from evidence reasonably satisfactory to the Administrative Agent that each Loan Party is in good standing in its jurisdiction of organization.
(id) ▇The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Borrower and (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each caseits Restricted Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent;.
(ce) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrowersolvency certificate, dated the First Amendment Effective Date, attaching and certifying as substantially in the form of Exhibit L to (i) the resolutions of Credit Agreement, executed by the Board of Directors of the General Partner, as general partner of and on behalf chief financial officer of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender certifying that on the First Amendment Effective Date, and (iii) immediately after giving effect to the Administrative Agentthis Amendment, the Arrangers and the Lenders, continuation by each Continuing Term Lender of any Existing Term Loans to be continued as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable New Term Loans on the First Amendment Effective Date, including reimbursement or payment the making by each Additional Term Lender of all reasonable and documented out-of-pocket expenses required any New Term Loans to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to made on the First Amendment Effective DateDate and the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are solvent.
(f) The Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days one business day prior to the First Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the First Amendment Effective Date and that the Administrative Agent reasonably determines is required by United States bank regulatory authorities under applicable “know-your-know your customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith PATRIOT Act and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership RegulationRegulation (provided that, upon the execution and delivery by such Lender of a Lender Addendum, the Administrative Agent or any Lender that has requested condition set forth in writing a Beneficial Ownership Certification in relation this clause (h) shall be deemed to the Borrower shall have received such Beneficial Ownership Certification;be satisfied).
(fg) The Each of the representations and warranties set forth made by any Loan Party in Section 4 are or pursuant to this Amendment, the Amended Credit Agreement and the other Loan Documents shall be true and accurate correct in all material respects (unless or in all respects if qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respectsmateriality) on and as of the First Amendment Effective Date (immediately prior to and immediately after giving effect to the incurrence of the New Term Loans and the use of proceeds thereof, except to the extent that expressly made as of an earlier date, in which case such representations and warranties relate solely to an shall have been so true and correct as of such earlier date);
(g) There shall not have occurred a Material Adverse Change; and.
(h) No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date immediately prior to and immediately after giving effect to this Amendment, the incurrence of the New Term Loans and the use of proceeds thereof.
(i) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner and on behalf of the Borrower, certifying as (a) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the satisfaction of conditions specified in Sections 5(f) each Mortgaged Property and (g)b) in the event any such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and the applicable Loan Party and (y) evidence of flood insurance as required by the Credit Agreement.
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