Form of Compliance Certificate. Reference is made to the Amended and Restated Five-Year Credit Agreement dated as of October 25, 2012 (as modified and supplemented and in effect from time to time, the “Credit Agreement”) by and among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders from time to time parties thereto, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Documentation Agents. Capitalized terms used herein shall have the meanings ascribed thereto in the Credit Agreement; all amounts shown herein, unless expressly set forth to the contrary, shall be without duplication. Pursuant to the terms of the Credit Agreement, _________________________, the duly authorized ____________________ of the Borrower, hereby certifies to the Agent and the Lenders that, as of and for the Fiscal Quarter/Fiscal Year ended ___________, (i) no Default or Event of Default is in existence on and as of the date hereof, and [(ii) the quarterly financial statements for the fiscal period cited, which accompany this certificate or have been delivered to Agent by electronic transmission pursuant to the terms of Section 7.01 of the Credit Agreement, fairly present in all material respects the financial condition of the Borrower and have been prepared in accordance with GAAP (subject to changes resulting from normal year-end audit adjustments except that a cash flow statement is not provided and such statements contain fewer footnotes than the annual financial statements) consistently applied (other than changes in accounting principles recorded in accordance with GAAP);]. SOUTH CAROLINA FUEL COMPANY, INC. By: Name: Title: E-#PageNum# LEGAL02/33561677v8 EXHIBIT F FORM OF NOTICE OF SWINGLINE BORROWER [Date] This Notice of Swingline Borrowing is given under and pursuant to Section 2.04(b) of the Amended and Restated Five-Year Credit Agreement (as amended from time to time, the “Credit Agreement”) dated as of October 25, 2012 among SOUTH CAROLINA FUEL COMPANY, INC., the Lenders identified therein, XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Swingline Lender and administrative agent (in such capacity, the “Agent”), Bank of America, N.A. and Xxxxxx Xxxxxxx Senior Funding, Inc., as Co-Syndication Agents, and JPMorgan Chase Bank, N.A., Mizuho Corporate Bank, LTD. and TD Bank N.A., as Docum...
Form of Compliance Certificate. This Compliance Certificate is furnished pursuant to that certain Receivables Sale Agreement dated as of May 22, 2003, between Consumers Energy Company (“Originator”) and Consumers Receivables Funding II, LLC (as amended, restated or otherwise modified from time to time, the “Agreement”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement. THE UNDERSIGNED HEREBY CERTIFIES THAT:
Form of Compliance Certificate. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [select one:] [to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] --or-- [to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]
Form of Compliance Certificate. To: Nedbank Limited (acting through its Nedbank Capital and Nedbank Corporate divisions) (as Facility Agent) [Date] Dear Sirs FACILITY AGREEMENT BETWEEN NEDBANK LIMITED, GOLD FIELDS LIMITED AND OTHERS DATED [ ] 2011 (the “Facility Agreement”)
Form of Compliance Certificate. Exhibit E.........
Form of Compliance Certificate. Please refer to the Credit Agreement dated as of July __, 2012 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”) among the undersigned (“Borrower”), the other Loan Parties named therein, PDL BIOPHARMA INC., as the Lender, and PDL BIOPHARMA INC., as Agent. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to Agent and the Lender pursuant to the terms of the Credit Agreement. Terms used but not otherwise defined herein are used herein as defined in the Credit Agreement. [Enclosed herewith is a copy of the [annual audited/quarterly] report of Borrower as at ________________ (the “Computation Date”), which report fairly presents in all material respects the financial condition and results of operations [(subject to the absence of footnotes and to normal year-end adjustments)] of Borrower as of the Computation Date and has been prepared in accordance with IFRS consistently applied.] Borrower hereby certifies and warrants that the computations set forth on the schedule attached hereto correspond to the ratios and/or financial restrictions contained in the Credit Agreement and such computations are true and correct as at the [Computation Date]. Borrower further certifies that no Event of Default or Default has occurred and is continuing. Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized on _____________. MERUS LABS INTERNATIONAL INC. By: Title: ___________________________________ Schedule to Compliance Certificate1 Dated as of _________________
Form of Compliance Certificate. For the quarter/year ended _________________, 201__. I, ______________________, [Title] of VECTREN CAPITAL, CORP., an Indiana corporation (the "Borrower") hereby certify that, to the best of my knowledge and belief, with respect to that certain Credit Agreement dated as of October 31, 2014 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) among the Borrower, the Guarantor, the Lenders and Xxxxx Fargo Bank, National Association, as Administrative Agent:
Form of Compliance Certificate. CONSOLIDATED EBITDA (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended2 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended plus all merger, integration, restructuring and transaction costs payable by Holdings or any of its Subsidiaries in connection with the Transactions (in an aggregate amount not to exceed $350,000,000, as such amount may be increased with the approval of the Administrative Agent) minus extraordinary gains minus non-cash gains increasing net income (excluding any such non-cash gain to the extent it represents the reversal of an accrual or reserve for potential cash gain in any prior period) minus interest income Consolidated EBITDA Form of Compliance Certificate For the Quarter/Year ended SCHEDULE 3 to the Compliance Certificate ($ in 000’s) CONSOLIDATED INTEREST EXPENSE CONSOLIDATED INTEREST EXPENSE (for Holdings and its Subsidiaries on a consolidated basis) Quarter Ended3 Quarter Ended Quarter Ended Quarter Ended Four Quarter Period Ended Total interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest) of Holdings and its Subsidiaries for such period, on a consolidated basis with respect to all outstanding Consolidated Debt for Borrowed Money, including all commissions, discounts and other fees and charges owed with respect to letters of credit minus interest expense not payable in cash minus income (net of costs) under Hedge Agreements in respect of interest rates 3 Consolidated Interest Expense for the fiscal quarters of Holdings ended closest to June 30, 2011, September 30, 2011 and December 31, 2011 will be deemed to be equal the amounts set forth for such fiscal quarters on Schedule 1.01(b), and Consolidated Interest Expense for the period from the earlier of (A) the first day of the most recently ended fiscal quarter immediately preceding the Closing Date, if Consolidated Interest Expense for such fiscal quarter is not set forth on Schedule 1.01(b), or (B) otherwise, the first day of the fiscal quarter during which the Closing Date occurs, through the Closing Date will be computed as if the Acquisition had been consummated on the first day of such period in a manner similar to the calculation of the amounts set forth on Schedule 1.01(b) for the periods provided therein, as determined in good faith by Holdings and reasonably acceptable to the Administrative Agent.
Form of Compliance Certificate. To: SunTrust Bank, as Administrative Agent 000 Xxxxxxxxx Xx., X.X. Xxxxxxx, XX 00000 Attention: Ladies and Gentlemen: Reference is made to that certain Second Amended and Restated Revolving Credit Agreement dated as of December 21, 2006 (as amended and in effect on the date hereof, the “Credit Agreement”), among NewMarket Corporation (the “Borrower”), the lenders named therein, and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. We, and , being the duly elected and qualified, and acting in our capacities as chief executive officer and principal financial officer of the Borrower, respectively, hereby certify to the Administrative Agent and each Lender as follows:
Form of Compliance Certificate. Exhibit G to the Credit Agreement is amended to read in its entirety as set forth on Exhibit A hereto.
