Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the Banks, in their sole and absolute discretion, shall agree otherwise): (a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs): (1) at least one executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and Detroit; (2) Committed Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount equal to that Bank's Pro Rata Share of $2,000,000,000; (3) Competitive Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000; (4) with respect to Borrower, Atlantic City, Detroit and each Guarantor (including Mirage, New York and their respective Subsidiaries), such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like; (5) the Swing Line Documents; (6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Agreement; (7) a certificate of insurance issued by Borrower's insurance carrier or agent; (8) the Opinions; (9) a Request for Loan in compliance with Article 2; (10) a completed Pricing Certificate (11) the letter agreement described in Sections 3.3, 3.5 and 3.6; (12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws; (13) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement; (14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(b), (c), (f) and (g) have been satisfied; and (15) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require. (b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement. (c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement); (d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel. (e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid. (f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid. (g) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct. (h) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing. (i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied. (j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent. (k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001. (l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Sources: Loan Agreement (MGM Grand Inc)
Initial Advances on the Closing Date. Concurrently herewith, Borrower shall deliver to the Administrative Agent this Agreement with each of the Schedules referred to in the table of contents hereto (other than the Disclosure Schedule). The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, following unless the Administrative Agent otherwise agrees or directs):
(1i) at least one executed counterpart of this Agreement, together with arrangements satisfactory An updated Disclosure Schedule pursuant to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Borrower, Atlantic City and DetroitSection 4.20;
(2ii) Committed Advance Revolving Notes executed by Borrower, Atlantic City Detroit and Detroit each other Co-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each BankRevolving Lender, each in a principal amount equal to that BankRevolving Lender's Pro Rata Share of $2,000,000,000the Revolving Commitment;
(3iii) Competitive Advance Term Notes executed by Borrower, Atlantic City Borrower and Detroit and each other Co-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each BankTerm Lender, each in a principal amount equal to that Term Lender's Pro Rata Share of $1,000,000,000the Term Commitment;
(4iv) Competitive Revolving Notes executed by Borrower and Detroit and each other Co-Borrower which has then been designated pursuant to Section 2.7, if any, in favor of each Lender having a Pro Rata Share of the Revolving Commitment in a principal amount equal to $2,750,000,000;
(v) with respect to Borrower, Atlantic CityDetroit, Detroit and each Guarantor (including Mirageof their Restricted Subsidiaries, New York and their respective Subsidiaries)with respect to Mandalay and each of its Subsidiaries which will become Restricted Subsidiaries upon the consummation of the Mandalay Acquisition, such documentation as the Administrative Agent may reasonably require to establish the their respective due organization, valid existence and good standing of Borrowerstanding, Atlantic City, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority including (if applicable) certified copies of their respective organizational papers and amendments thereto, bylaws, certificates of good standing and/or qualification to executeengage in business, deliver tax clearance certificates;
(vi) the Assistant Secretary of Borrower, Detroit and perform any their respective Restricted Subsidiaries shall have delivered to the Administrative Agent a certificate attaching copies of the resolutions adopted by Borrower, Detroit and their respective Restricted Subsidiaries authorizing the execution and delivery of this Agreement, the other Loan Documents and the other transactions contemplated hereby;
(vii) the Assistant Secretary of Borrower, Detroit and their respective Restricted Subsidiaries shall have delivered to which it is a Party, the Administrative Agent an incumbency certificate setting forth the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(5) the Swing Line Documents;
(6viii) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger AgreementRestricted Subsidiaries of Borrower;
(7ix) a certificate of insurance issued by Borrower's insurance carrier or agentagent demonstrating that Borrower and its Restricted Subsidiaries maintain the insurance coverages required by Section 5.3;
(8) x) the Opinions;
(9xi) a Request for Loan and a Letter of Credit Application in compliance with Article 2;
(10xii) a completed Pricing Certificate;
(11xiii) the letter agreement described in Sections 3.33.2, 3.5 and 3.6;
(12xiv) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(13) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14xv) a Certificate signed by a Senior Officer of Borrower and Atlantic City Detroit certifying that the conditions specified in Section 8.1(b), (c), (f) and (g) have been satisfied;
(xvi) a Certificate signed by a Senior Officer of Borrower calculating the Total Leverage Ratio on a combined pro forma basis, after giving pro forma effect to the Mandalay Acquisition as of the most recently ended calendar month for which relevant financial statements are available to the Borrower (but in any event as of a date which is not more than 60 days prior to the Closing Date), and giving effect to the incurrence of all Indebtedness contemplated to be incurred on the Closing Date by Borrower and its Restricted Subsidiaries; and
(15xvii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board Unless a Collateral Release has then occurred, Borrower and its Restricted Subsidiaries in existence as of directors of Mirage (as heretofore constituted), the date hereof shall have approved executed and delivered to the election Collateral Agent such amendments to the Collateral Documents as shall reasonably be required to assure that the Obligations are entitled to the equal, ratable and pari passu benefits of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement presently existing Collateral Documents;
(in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notesc) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement The Mandalay Acquisition shall be in a position to be consummated substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Lawsmaking of the initial Loans under this Agreement, and Borrower and its Subsidiaries each of the following shall be in a position to occur substantially concurrently with (or immediately following) the Mandalay Acquisition:
(i) The merger of Mandalay and MGM MIRAGE ▇▇▇▇▇▇▇▇▇▇▇ ▇▇. #▇▇;
(ii) Each of the Mandalay Companies which is a Restricted Subsidiary shall adopt resolutions in the form heretofore presented to the Administrative Agent in draft authorizing the execution and delivery by the Mandalay Companies of joinders to the Guaranty;
(iii) Borrower shall have requested Loans sufficient for the repayment of the aggregate outstanding principal amount of the Loans under the Mandalay Loan Agreement;
(iv) Mandalay shall have executed a letter in favor of the lenders under the Mandalay Loan Agreement terminating the lending commitments thereunder;
(v) Mandalay shall concurrently repay all of the outstanding its obligations under the Mirage Mandalay Loan Agreement.Agreement (other than the Mandalay Letters of Credit); and
(cvi) Mirage and its Subsidiaries Each of the Lenders under the Mandalay Loan Agreement shall be deemed released from their respective participations in a position the Mandalay Letters of Credit (subject to enter into joinders to assumption by the Guaranty immediately following the consummation Revolving Lenders of the Mirage Merger Agreement risk participations thereunder in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement2.4);.
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid.
(fe) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(gf) The representations and warranties of Borrower and the Co- Co-Borrowers contained in Article 4 shall be true and correct.
(hg) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(ih) The Other Loan Agreements Closing Date shall have been executed occurred on or prior to June 30, 2005, provided that this date may be extended by all parties thereto, the Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfiedits discretion for not more than ninety days.
(ji) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇ LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by . Without limiting the last day upon which generality of the acquisition provisions of Mirage may occur under Section 10.4, for purposes of determining compliance with the Mirage Merger Agreementconditions specified in this Section 8.1, but in any event by March 31, 2001.
(l) The credit facilities hereunder and unless the MGM Senior Notes Administrative Agent shall have received a rating of BBB- (or higher) notice from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇the Requisite Lenders prior to the proposed Closing Date specifying their objection to the manner in which any condition precedent is proposed to be satisfied, in each case on an unsecured basis and such ratings Lender that has signed this Agreement shall be in effect on the Closing Datedeemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required under this Section 8.1. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Existing Loan Agreement shall be terminated and that the Existing Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminatedin its entirety hereby.
Appears in 1 contract
Sources: Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Lenders and Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000Share;
(3) Competitive Advance Notes the Swing Line Documents executed by Borrower, Atlantic City and Detroit Borrower in favor of each Bank, each in a principal amount of $1,000,000,000the Swing Line Lender;
(4) the Deed of Trust, executed and acknowledged by Borrower;
(5) a fixture filing on form UCC-1 with respect to the Project Site;
(6) the Security Agreement executed by Borrower;
(7) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(8) the Trademark Assignment, executed by Borrower;
(9) a Certificate, signed by a Senior Officer of Borrower certifying that attached thereto are true, correct and complete copies of the Trademark Sublicense Agreement, dated October 24, 1997 between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Borrower, Atlantic Cityas amended (which amendment shall be in form and substance acceptable to the Lenders);
(10) the Completion Guaranty, Detroit executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(11) the Make Well Agreement, executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(12) the Subordination Agreement (regarding Supervisory Fees) executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(13) a certified execution copy of the Indenture;
(14) the fee letter with respect to certain fees due and each Guarantor owing to the Administrative Agent and the Arranger, executed by Borrower;
(including Mirage, New York and their respective Subsidiaries), 15) such documentation with respect to Borrower as the Administrative Agent may require to establish the its due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantorsstanding, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any the Loan Documents to which it is a PartyDocuments, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) INCLUDING certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, and incumbency certificates, Certificates of Responsible Officials, and the like;
(5) the Swing Line Documents;
(6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Agreement;
(7) a certificate of insurance issued by Borrower's insurance carrier or agent;
(8) the Opinions;
(9) a Request for Loan in compliance with Article 2;
(10) a completed Pricing Certificate
(11) the letter agreement described in Sections 3.3, 3.5 and 3.6;
(12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(1316) a Certificate signed by of a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate Responsible Official signed by a Senior Officer of Borrower attaching true, correct and Atlantic City certifying that complete copies of the conditions specified in Section 8.1(b), (c), (f) and (g) have been satisfied; and
(15) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) Plans and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement)Budget;
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid.
(f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(g) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(h) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Sources: Loan Agreement (Hard Rock Hotel Inc)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1) at least one (1) executed counterpart of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Lenders and Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000230,000,000;
(3) Competitive Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000;
(4) with respect to Borrower, Atlantic City, Detroit the Licensee and each Guarantor (including Mirage, New York and their respective Subsidiaries)the Company, such documentation as the Administrative Agent may require to establish the due organization, valid existence and good standing of Borrower, Atlantic Citythe Licensee and the Company, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(4) a Certificate of a Senior Officer of the Licensee on behalf of Borrower attaching true, correct and complete copies of each of the Material Documents.
(5) the Swing Line DocumentsMortgage executed by Borrower, together with appropriate commitments from First American Title Insurance Company for the issuance of an ALTA title insurance policy in the amount of the Commitment insuring the Mortgage as a first priority Lien on the Temporary Project, subject only to Permitted Encumbrances, Permitted Rights of Others and other matters acceptable to the Administrative Agent, and with such endorsements to coverage and reinsurance as the Administrative Agent may reasonably require;
(6) the Guaranty Landlord Consent executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger AgreementLandlord;
(7) the Security Agreement executed by Borrower;
(8) such financing statements on Form UCC-1 executed by Borrower with respect to the Security Agreement as the Administrative Agent may request;
(9) the Guaranty executed by the Company;
(10) a certificate of insurance issued by Borrower's insurance carrier or agentagent with respect to the insurance required to be maintained pursuant to the Mortgage, together with lenders' loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(8) 11) the Opinions;
(912) a Request for Loan in compliance with Article 2;
(1013) a completed Pricing Certificate;
(1114) the fee letter agreement described in Sections 3.2, 3.3, 3.5 and 3.6;
(1215) such assurances as the Administrative Agent reasonably deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(1316) a Certificate signed by a Senior Officer such assurances as the Administrative Agent reasonably deems appropriate that, except as set forth in Schedule 4.3, Licensee and attaching thereto Borrower have obtained all licenses, permits, and necessary approvals of all relevant Gaming Boards and Governmental Agencies necessary with respect to the Detroit Operating Agreement Temporary Project, and the Mirage Merger Agreementthat all of such licenses, permits and other approvals are in full force and effect;
(1417) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(bSections 8.1(e), (c), (f8.1(f) and (g8.1(g) have been satisfied;
(18) a Certificate signed by a Senior Officer of the Licensee on behalf of Borrower attaching the Plans and Budget; and
(1519) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The upfront fees payable on the Closing Date pursuant to Article 3 Section 3.3 shall have been paid.
(fc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid.
(d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(ge) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(hf) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(ig) The Other No Material Adverse Effect (as defined in the Company Loan Agreements Agreement) shall have been executed by all parties thereto, Borrower and occurred with respect to the Co-Borrowers shall be in compliance with the terms thereofCompany, and all conditions precedent no set of circumstances or events which is or could reasonably be expected to be material and adverse to the making business, operations or prospects of loans thereunder Borrower shall be concurrently satisfiedhave occurred with respect to the Borrower since December 31, 1998.
(jh) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇, LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Sources: Loan Agreement (MGM Mirage)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the BanksAdministrative Agent, the Lenders and the Domestic Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes a Note executed by Borrower, Atlantic City and Detroit the Domestic Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000Share;
(3) Competitive Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000;
(4) with respect to Borrower, Atlantic City, Detroit each Borrower and each Guarantor (including Mirage, New York and their respective Subsidiaries)Significant Subsidiary, such documentation as the Administrative Agent may reasonably require to establish the due incorporation or other organization, valid existence and good standing of Borrowerthe Borrowers and the Significant Subsidiaries, Atlantic City, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any Loan Documents to which it is they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(54) the Swing Line Documents;
(65) the Domestic Facilities Guaranty executed by each Guarantor which is a Restricted Domestic Significant Subsidiary of MGM immediately prior to other than the consummation of Excluded Subsidiaries;
(6) the transactions contemplated by Bally Gaming Domestic Facilities Guaranty, the Mirage Merger AgreementPlantation Domestic Facilities Guaranty, the Bally Gaming German Facility Guaranty and the Plantation German Facility Guaranty;
(7) a certificate of insurance issued the German Facility Guaranty executed by Borrower's insurance carrier or agentthe Domestic Borrower and each Significant Subsidiary other than the Excluded Subsidiaries;
(8) the Opinions;German Security Documents, executed by German Holdings, the German Borrowers and each Significant Subsidiary thereof,
(9) a Request for Loan in compliance with Article 2;
(10) a completed Pricing Certificate
(11) the letter agreement described in Sections 3.3, 3.5 and 3.6;
(12) such assurances as Collateral Documents executed by the Administrative Agent deems appropriate parties thereto except that the relevant Domestic Facilities Pledge Agreement and the German Facility Pledge Agreement shall not include the stock of Bally Gaming Boards have approved Missouri, Inc., until the transactions contemplated by expiration of all notice periods and the Loan Documents to the extent that such approval is required by obtaining of appropriate consents under applicable Gaming Laws;
(13) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(b), (c), (f) and (g) have been satisfied; and
(15) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid.
(f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(g) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(h) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the BanksAdministrative Agent, the Lenders and Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes a Note executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000Share;
(3) Competitive Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000;
(4) with respect to Borrower, Atlantic City, Detroit Borrower and each Guarantor (including Mirage, New York and their respective Subsidiaries)Guarantor, such documentation as the Administrative Agent may reasonably require to establish the due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, Borrower and each of the Guarantors, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any Loan Documents to which it is a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including INCLUDING (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(54) the Swing Line Documents;
(65) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger AgreementGuarantor;
(76) a certificate of insurance issued by Borrower's insurance carrier or agentagent with respect to the insurance required to be maintained pursuant to Section 5.4;
(8) 7) the Opinions;
(9) 8) a Request for Loan in compliance with Article 2 (or in the appropriate case, a Request for Letter of Credit in compliance with Article 2);
(9) the fee letter described in Sections 3.2, 3.3 and 3.5;
(10) a completed Pricing Certificate
(11) the letter agreement described in Sections 3.3, 3.5 and 3.6;
(12) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(13) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(1411) a Certificate signed by a Senior Officer of Borrower certifying that the attached copy of the Merger Agreement is true, correct and Atlantic City complete;
(12) a Certificate signed by a Senior Officer of Borrower certifying that the conditions specified in Section 8.1(b), (c), (fSections 8.1(e) and (g8.1(f) have been satisfiedsatisfied and setting forth the Leverage Ratio as of March 31, 1999 (on a pro forma basis giving effect to the Merger);
(13) the Solvency Certificate; and
(1514) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The upfront fees payable on the Closing Date pursuant to Article 3 Section 3.3 shall have been paid.
(fc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been paid.
(d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(ge) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(hf) Borrower, each Co-Borrower and any all other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(ig) The Other Loan Agreements Merger shall have occurred, or shall substantially concurrently occur, pursuant to the Merger Agreement and in compliance with all applicable Laws, and all required approvals therefor, including any required ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act approvals shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfiedobtained.
(jh) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton Hampton, LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
Appears in 1 contract
Sources: Loan Agreement (Anchor Gaming)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the BanksAdministrative Agent, the Lenders and Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes a Revolving Note executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender having a Pro Rata Share of the Revolving Commitment, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000the Revolving Commitment;
(3) Competitive Advance Notes a Tax Exempt Note executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender having a Pro Rata Share of the Tax Exempt Commitment, each in a principal amount equal to that Lender's Pro Rata Share of $1,000,000,000the Tax Exempt Commitment;
(4) the Swing Line Note executed by Borrower in favor of the Swing Line Lender;
(5) a Term Note executed by Borrower in favor of each Lender having a Pro Rata Share of the Term Commitment, each in a principal amount equal to that Lender's Term Commitment;
(6) with respect to Borrower, Atlantic City, Detroit Borrower and each Guarantor (including Mirage, New York and their respective Subsidiaries)Station, such documentation as the Administrative Agent may reasonably require to establish the their due organization, valid existence and good standing of Borrowerstanding, Atlantic City, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualifiedbusiness, its authority to execute, deliver and perform any Loan Documents or Material Documents to which it is a Party, and the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(57) the Swing Line Documents;
(6) the Guaranty executed by each Guarantor which is a Restricted Subsidiary of MGM immediately prior to the consummation of the transactions contemplated by the Mirage Merger Security Agreement;
(78) Deposit Account Agreements with respect to each existing Operating Account;
(9) the Completion Guaranty;
(10) the Make-Well;
(11) the Subordination Agreement executed by Station;
(12) a certificate of insurance issued by Borrower's insurance carrier or agentagent with respect to the insurance required to be maintained pursuant to Section 5.3 together with a loss-payee/additional insured endorsement in favor of Administrative Agent;
(8) 13) the Opinions;
(914) a Request for Loan in compliance with Article 2 (or in the appropriate case, a Request for Letter of Credit in compliance with Article 2);
(10) a completed Pricing Certificate
(1115) the fee letter agreement described in Sections 3.33.2, 3.5 3.3 and 3.63.5;
(1216) such assurances as the Administrative Agent deems appropriate that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents and the Material Documents to the extent that such approval is required by applicable Gaming Laws;
(1317) a Certificate signed by a Senior Officer the Chairperson of the Tribal Council of Borrower certifying that the attached copy of each of the Material Documents is true, correct and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreementcomplete;
(1418) a Certificate signed by the Chairperson of the Tribal Council of Borrower and a Senior Officer of Borrower and Atlantic City Station certifying that the conditions specified attached copies of the Management Agreement, Development Agreement and the promissory note evidencing the Existing Station Sub Debt are true, correct and complete and certifying that, as of the Closing Date, no Default or Event of Default has occurred and remains continuing thereunder;
(19) such evidence that the Administrative Agent may reasonably require to establish that Borrower has adopted building and safety codes as contemplated by the Compact;
(20) such evidence that the Administrative Agent may reasonably require to establish that the Tribal Gaming Agency has licensed Station, Station Management and Station Development under the Compact;
(21) such evidence that the Administrative Agent may reasonably require to establish that the Borrower's governmental gaming authority has licensed each of the Lenders under the Compact or shall have issued appropriate exemptions from any such licensing requirements;
(22) such environmental studies and reports relating to the Gaming Assets as Administrative Agent deems appropriate, each of which shall be in Section 8.1(b), form and substance acceptable to the Administrative Agent;
(c), 23) the NIGC shall have issued a finding of no significant impact under NEPA with respect to the Thunder Valley Casino or such other assurances as the Administrative Agent shall have requested;
(f24) and (g) have been satisfiedthe Authorization; and
(1525) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The upfront fees payable on the Closing Date pursuant to Article 3 Section 3.3 shall have been concurrently paid.
(fc) The agency fees payable on the Closing Date pursuant to Section 3.6 shall have been concurrently paid.
(d) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.312.3, and invoiced to Borrower prior to the Closing Date, shall have been concurrently paid.
(ge) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(hf) Borrower, each Co-Borrower and any other Parties Station shall be in compliance with all the terms and provisions of the Loan DocumentsDocuments to which each is respectively a party, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(jg) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton ▇▇▇▇▇▇▇, LLP, special counsel to the Administrative Agent.
(kh) The Closing Date Administrative Agent shall have occurred received evidence satisfactory to it of the final approval of the Compact and the approval by the last day upon which NIGC of the acquisition Management Agreement and (to the extent required by IGRA or other applicable laws) of Mirage may occur under the Mirage Merger Development Agreement, but in any event by March 31, 2001.
(li) The Borrower shall have executed and delivered to Station a subordinated promissory note in form and substance acceptable to the Lenders evidencing the Existing Station Sub Debt, a true and correct copy of which shall have been delivered to the Administrative Agent.
(j) Station and all other required parties shall have entered into an amendment to the Station Loan Agreement pursuant to which all mandatory investments of Station in the Borrower contemplated by the Completion Guaranty and the Make-Well shall be permitted under the Station Loan Agreement, and the credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings thereunder shall be in effect on subjected to a reserve for the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments making of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminatedall such mandatory investments.
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date and each in form and substance satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):
(1i) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the Banks, Lenders and Borrower, Atlantic City and Detroit;
(2ii) Committed Advance Notes executed by Borrower, Atlantic City and Detroit Borrower in favor of each BankLender, each in a principal amount equal to that Bank's Lender’s applicable Pro Rata Share of $2,000,000,000Share;
(3iii) Competitive Advance Notes the Swing Line Documents executed by Borrower in favor of the Swing Line Lender;
(iv) the Deed of Trust, executed and acknowledged by Borrower;
(v) the Security Agreement executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000;
(4vi) such financing statements on Form UCC-1 with respect to the Security Agreement as the Administrative Agent may request;
(vii) the Trademark Assignment, executed by Borrower and the consent and agreement from ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ attached thereto;
(viii) a Certificate, signed by a Senior Officer of Borrower certifying that attached thereto are true, correct and complete copies of the Trademark Sublicense Agreement, dated May 30, 2003 between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and Borrower, Atlantic Cityas amended (which shall be in form and substance acceptable to the Lenders);
(ix) the Subordination Agreement (regarding Supervisory Fees) executed by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(x) the Intercreditor Agreement;
(xi) the Deposit Account Control Agreement executed by the Borrower;
(xii) the Copyright Assignment, Detroit and each Guarantor executed by Borrower;
(including Mirage, New York and their respective Subsidiaries), xiii) a certified execution copy of the Indenture;
(xiv) such documentation with respect to Borrower as the Administrative Agent may require to establish the its due organization, valid existence and good standing of Borrower, Atlantic City, Detroit, and each of the Guarantorsstanding, its qualification to engage in business in each material jurisdiction in which it is engaged in business or required to be so qualified, its authority to execute, deliver and perform any the Loan Documents to which it is a PartyDocuments, the identity, authority and capacity of each Responsible Official thereof authorized to act on its behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, and incumbency certificates, Certificates of Responsible Officials, and the like;
(5xv) an environmental site assessment of the Swing Line DocumentsProject Site, as more specifically described in the Proposal to Conduct Phase I Environmental Site Assessment prepared by MFG, Inc., dated May 14, 2003;
(6xvi) the Guaranty executed a written appraisal by each Guarantor which is a Restricted Subsidiary of MGM immediately prior qualified independent appraiser acceptable to the consummation Administrative Agent and complying in all respects with FIRREA of the transactions contemplated by Project Site that reflects the Mirage Merger Agreementfair market value of the Project Site and the existing Hard Rock Hotel improvements as of the Closing Date of not less than $100,000,000;
(7xvii) a certificate of insurance issued by Borrower's ’s insurance carrier or agentagent with respect to the insurance required to be maintained pursuant to the Deed of Trust, including without limitation flood insurance and a policy or policies of ▇▇▇▇▇▇’▇ “all risk” insurance in non-reporting form and in an amount not less than the then current value of the improvements located on the Real Property, to be increased on the Completion Date to the full insurable completed value of Hard Rock Hotel and the Proposed Expansion on a replacement cost basis, together with lenders’ loss payable endorsements thereof on Form 438BFU or other form acceptable to the Administrative Agent;
(8) xviii) assurances acceptable to the Opinions;
Administrative Agent that the Title Company is prepared to issue its ALTA lenders policy, insuring that Borrower is the owner of the Project Site in fee simple absolute and insuring the Lien of the Deed of Trust in an amount not less than the amount of the Commitment, subject only to the exceptions to title described on Schedule 8.1(a)(xvii) and with endorsements to coverage as are reasonably acceptable to the Administrative Agent or as are reasonably requested by the Requisite Lenders (9including any endorsements providing coverage as to exceptions to title described on Schedule 8.1(a)(xvii) a Request for Loan in compliance as may be reasonably requested by the Administrative Agent with Article 2;
(10) a completed Pricing Certificate
(11) the letter agreement described in Sections 3.3respect thereto), 3.5 and 3.6;
(12) with such assurances as the Administrative Agent deems appropriate may reasonably require from title re-insurers acceptable to the Administrative Agent;
(xix) the Opinions of Counsel;
(xx) evidence satisfactory to the Requisite Lenders of such zoning (including variances and use permits) and other land use entitlements as may be necessary to permit the use of the Project Site and the Proposed Expansion as a hotel, casino and resort property;
(xxi) a legal opinion satisfactory to the Administrative Agent confirming that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(13xxii) a Certificate signed by of a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate Responsible Official signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(b), (c), (fSections 8.1(e) and (g8.1(f) have been satisfied; and;
(15xxiii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), Borrower shall have approved concurrently terminated the election of new directors of Mirage nominated by Borrower Existing Loan Agreement pursuant to agreements acceptable to the Administrative Agent, and shall have approved made arrangements satisfactory to the transactions contemplated Administrative Agent for the termination of the deed of trust, financing statements and other security held by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" the lenders under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Agreement shall be in a position to substantially concurrently close in accordance with the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all of the outstanding obligations under the Mirage Existing Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to Evidence that the Guaranty immediately following the consummation security interests of the Mirage Merger Agreement Administrative Agent in accordance with Section 5.8 (acting through the replacement boards personal property of directors and officers Borrower are of first priority, except as otherwise contemplated by the Mirage Merger Agreement);Loan Documents.
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid.
(f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(ge) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correctcorrect in all material respects.
(h) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.
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Initial Advances on the Closing Date. The obligation of each ------------------------------------ Bank Lender to make the initial Advance to be made by it on the Closing Date, is subject to the following conditions precedent, each of which shall be satisfied prior to the making of the initial Advances (unless all of the BanksLenders, in their sole and absolute discretion, shall agree otherwise):
(a) The Administrative Agent shall have received all of the following, each of which shall be originals unless otherwise specified, each properly executed by a Responsible Official of each party thereto, each dated as of the Closing Date (unless otherwise specified or unless the Administrative Agent otherwise agrees) and each in form and substance reasonably satisfactory to the Administrative Agent and its legal counsel (unless otherwise specified or, in the case of the date of any of the following, unless the Administrative Agent otherwise agrees or directs):counsel:
(1) at least one executed counterpart counterparts of this Agreement, together with arrangements satisfactory to the Administrative Agent for additional executed counterparts, sufficient in number for distribution to the BanksAdministrative Agent, the Lenders and the Borrower, Atlantic City and Detroit;
(2) Committed Advance Notes a Note executed by Borrower, Atlantic City and Detroit the Borrower in favor of each BankLender, each in a principal amount equal to that BankLender's Pro Rata Share of $2,000,000,000Share;
(3) Competitive Advance Notes executed by Borrower, Atlantic City and Detroit in favor of each Bank, each in a principal amount of $1,000,000,000;
(4) with respect to Borrower, Atlantic City, Detroit the Borrower and each Guarantor (including Mirage, New York and their respective Subsidiaries)its Significant Subsidiary, such documentation as the Administrative Agent may reasonably require to establish the due incorporation or other organization, valid existence and good standing of Borrowerthe Borrower and the Significant Subsidiaries, Atlantic City, Detroit, and each of the Guarantors, its their qualification to engage in business in each material jurisdiction in which it is they are engaged in business or required to be so qualified, its their authority to execute, deliver and perform any Loan Documents to which it is they are a Party, the identity, authority and capacity of each Responsible Official thereof authorized to act on its their behalf, including (if applicable) certified copies of articles of --------- incorporation or organization and amendments thereto, bylaws or operating agreements and amendments thereto, certificates of good standing and/or qualification to engage in business, tax clearance certificates, certificates of corporate or other organizational resolutions, incumbency certificates, Certificates of Responsible Officials, and the like;
(54) the Swing Line Documents;
(65) the Facilities Guaranty executed by each Guarantor which is a Restricted Significant Subsidiary of MGM immediately prior to the consummation of Borrower other than the transactions contemplated by Excluded Subsidiaries;
(6) the Mirage Merger AgreementBally Gaming Facilities Guaranty and the Plantation Facilities Guaranty;
(7) a certificate of insurance issued the Collateral Documents executed by Borrower's insurance carrier or agent;
(8) the Opinions;
(9) a Request for Loan in compliance with Article 2;
(10) a completed Pricing Certificate
(11) the letter agreement described in Sections 3.3, 3.5 and 3.6;
(12) such assurances as the Administrative Agent deems appropriate parties thereto except that the relevant Gaming Boards have approved the transactions contemplated by the Loan Documents to the extent that such approval is required by applicable Gaming Laws;
(13) a Certificate signed by a Senior Officer and attaching thereto the Detroit Operating Agreement and the Mirage Merger Agreement;
(14) a Certificate signed by a Senior Officer of Borrower and Atlantic City certifying that the conditions specified in Section 8.1(b), (c), (f) and (g) have been satisfied; and
(15) such other assurances, certificates, documents, consents or opinions as the Administrative Agent reasonably may require.
(b) The board of directors of Mirage (as heretofore constituted), shall have approved the election of new directors of Mirage nominated by Borrower and shall have approved the transactions contemplated by Mirage Merger Agreement (in a manner which results in such transactions not constituting a "Change in Control" under the Indentures governing the Mirage Senior Notes) and the acquisition of Mirage and its Merger with MGMGMR Acquisition, Inc. contemplated by the Mirage Merger Facilities Pledge Agreement shall be in a position to substantially concurrently close in accordance with not include the Mirage Merger Agreement and all applicable Laws, and Borrower and its Subsidiaries shall be in a position to concurrently repay all stock of the outstanding obligations under the Mirage Loan Agreement.
(c) Mirage and its Subsidiaries shall be in a position to enter into joinders to the Guaranty immediately following the consummation of the Mirage Merger Agreement in accordance with Section 5.8 (acting through the replacement boards of directors and officers contemplated by the Mirage Merger Agreement);
(d) The trustees for the holders of the MGM Senior Notes shall have agreed to concurrently release all Liens in the assets of Borrower and its Subsidiaries securing the MGM Senior Notes (or securing any guarantee thereof) under the now existing terms of the related Indentures, without any amendment or consent from the holders thereof, and without any repayment of the MGM Senior Notes, pursuant to arrangements acceptable to the Administrative Agent and its counsel.
(e) The fees payable on the Closing Date pursuant to Article 3 shall have been paid.
(f) The reasonable costs and expenses of the Administrative Agent in connection with the preparation of the Loan Documents payable pursuant to Section 11.3, and invoiced to Borrower prior to the Closing Date, shall have been paid.
(g) The representations and warranties of Borrower and the Co- Borrowers contained in Article 4 shall be true and correct.
(h) Borrower, each Co-Borrower and any other Parties shall be in compliance with all the terms and provisions of the Loan Documents, and giving effect to the initial Advance, no Default or Event of Default shall have occurred and be continuing.
(i) The Other Loan Agreements shall have been executed by all parties thereto, Borrower and the Co-Borrowers shall be in compliance with the terms thereof, and all conditions precedent to the making of loans thereunder shall be concurrently satisfied.
(j) All legal matters relating to the Loan Documents shall be satisfactory to Sheppard, Mullin, ▇▇▇▇▇▇▇ & Hampton LLP, special counsel to the Administrative Agent.
(k) The Closing Date shall have occurred by the last day upon which the acquisition of Mirage may occur under the Mirage Merger Agreement, but in any event by March 31, 2001.
(l) The credit facilities hereunder and the MGM Senior Notes shall have received a rating of BBB- (or higher) from S&P and Baa3 (or higher) from ▇▇▇▇▇'▇, in each case on an unsecured basis and such ratings shall be in effect on the Closing Date. It is acknowledged that effective upon the Closing Date, the lending commitments of the lenders under the Old Loan Agreement shall be amended and restated hereby and that the lending commitments of the lenders under the Mirage Loan Agreement shall be deemed concurrently terminated.Bally Gaming,
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