Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent: (a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent: (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA; (ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party; (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction; (iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender; (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and (vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require. (b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect. (c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Plains Gp Holdings Lp), Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent’s receipt This Amendment shall have been duly executed by each of the following, Borrower and the Lender.
(b) No Default or Event of Default shall exist or have occurred and be continuing (after giving effect to the provisions of this Amendment).
(c) The representations and warranties of each of which Loan Parties contained in this Amendment and each other Loan Documents shall be originals, telecopies or other electronic copies true and correct in all material respects (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partyor, if applicablesuch representation or warranty is subject to a materiality or Material Adverse Effect qualification, each dated in all respects) on and as of the Amendment Effective Date Date, except to the extent that such representation and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or, if such representation or warranty is subject to a materiality or Material Adverse Effect qualification, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period all respects) as of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:earlier date.
(id) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) The Lender shall have received such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party the Borrower as the Administrative Agent Lender may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment the Loan Documents.
(e) The Lender shall have received such other documents and certificates (including Organizational Documents and good standing certificates) as the Lender may reasonably request relating to the solvency, organization, existence and good standing of the Borrower and any other legal matters relating to the Borrower, the Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;or the transactions contemplated thereby.
(iiif) such documents The Lender shall have received an opinion of ▇▇▇▇▇▇ and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ LLP, counsel to the Borrower, addressed to the Lender and dated the Amendment Effective Date, in form and substance reasonably satisfactory to the Lender (and the Borrower hereby instructs such counsel to deliver such opinion to such Persons).
(g) The Borrower shall have paid (i) all fees, costs and expenses to the extent that statements for such expenses shall have been delivered to the Borrower on or prior to the Amendment Effective Date (including all such legal fees and expenses of ▇▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇& ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;LLP in connection herewith).
(vh) The Lender shall have received (i) confirmation from the Borrower that all consents needed under the Existing Loan Documents have been obtained and (ii) evidence of executed modifications and amendments to and/or consents under the SPAC Agreement in form and substance reasonably satisfactory the Lender.
(i) The Lender shall have received a certificate certificate, dated the Amendment Effective Date and signed by a Responsible Officer of the Company certifying (A) that Borrower, confirming satisfaction of the conditions specified set forth in this Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection compliance with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effectconditions set forth herein.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Offerpad Solutions Inc.), Credit Agreement (Offerpad Solutions Inc.)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower Lender and PAABorrower;
(ii) if so requested within three Business Days prior to the Amendment Effective Date, a Note executed by Borrower in favor of each requesting Lender;
(iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party Borrower is a party;
(iiiiv) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and Borrower, General Partner is and GP LLC are duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(ivv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Borrower, and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender;
(vvi) a certificate signed by a Responsible Officer of the Company Borrower certifying (A) that the conditions specified in Section 4.02(a), (b) and (db) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower)satisfied, (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, Effect and (C) the current PAA Debt Ratings; and
(vivii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party Borrower of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAABorrower, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA Borrower or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(d) Any fees due the Lead Arranger, Administrative Agent or any Lender, including any arrangement fees, agency fees and upfront fees, and any expenses incurred by the Lead Arranger and Administrative Agent, in each case, as agreed in writing by Borrower, required to be paid on or before the Amendment Effective Date shall have been paid.
(e) Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced prior to the Amendment Effective Date. For purposes of determining compliance with the conditions specified in this §3.1, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide Borrower with a copy of any such notice received by the Administrative Agent.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (Plains Gp Holdings Lp), 364 Day Credit Agreement (Plains All American Pipeline Lp)
Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Lead Arranger and the Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower, the Administrative Agent and each Additional Tranche B-7 Lender and (ii) a Lender Addendum executed and delivered by each Continuing Tranche B-7 Lender.
(b) The conditions set forth in Sections 4.03(a) and (b) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Lead Arranger and the Administrative Agent’s receipt ), dated as of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated to such effect.
(c) The representations and warranties set forth in Sections 4(b) and 4(c) of this Refinancing Amendment shall be true and correct in all respects on and as of the Amendment Effective Date Date, and the Lead Arranger and the Administrative Agent shall have received a certificate (orin form and substance reasonably acceptable to the Lead Arranger Administrative Agent), in the case dated as of certificates of governmental officials, a recent date before the Amendment Effective Date and in signed by a Financial Officer of the case of financial statementsBorrower, the date or period of certifying as to such financial statementsrepresentations and warranties.
(d) The Lead Arranger and each in form and substance reasonably satisfactory to the Administrative Agent:
Agent shall have received the favorable legal opinions of (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel for Borrowers general counsel of the Borrower, in each case addressed to the Tranche B-7 Lenders, the Administrative Agent and PAAthe Collateral Agent and dated the Amendment Effective Date, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas which opinions shall be in form and New York substance reasonably satisfactory to the Lead Arranger and the Administrative Agent. The Borrower hereby requests such counsel to Borrowers deliver such opinions.
(e) The Lead Arranger and PAAthe Administrative Agent shall have received a Borrowing Request in respect of the Tranche B-7 Term Loans, which shall be in compliance with the notice requirements set forth in Section 2.03 of the Credit Agreement as amended hereby.
(f) The Lead Arranger and the Administrative Agent shall have received such documents and certificates as the Lead Arranger, the Administrative Agent or their counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this Refinancing Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Wireline Companies or the Loan Documents, all in form and substance reasonably satisfactory to the Lead Arranger, the Administrative Agent and their counsel.
(Cg) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel Each Loan Party not a party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to PMCULC, addressed the Lead Arranger and the Administrative Agent.
(h) The Borrower shall have paid (i) to the Administrative Agent and for the account of each Lender;
Tranche B-7 Lender an upfront fee (v) a certificate signed by a Responsible Officer which fee may, at the election of the Company certifying Lead Arranger, be structured as original issue discount) (Athe “Upfront Fee”) that the conditions specified in Section 4.02(a), (b) and (d) an amount equal to 0.50% of the Credit Agreement have been satisfied (principal amount of Tranche B-7 Term Loans made or held by such Tranche B-7 Lender on the Amendment Effective Date immediately after giving effect to this Refinancing Amendment and in the case of said Section 4.02(d)transactions contemplated hereby, if no Request for Credit Extension is made which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date, then determined in respect and (ii) all other fees and amounts due and payable pursuant to then Outstanding Amount of Obligationsthis Refinancing Amendment and/or any letter agreements or fee letters by and between the Borrower and the Lead Arranger (collectively, if any, of each Borrower“Engagement Letter”), (B) that there has been no event including, to the extent invoiced, reimbursement or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the aggregate, a Material Adverse Effect, Lead Arranger and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-7 Lenders may reasonably requirenet the fees and expenses described in this paragraph from the proceeds of the Additional Tranche B-7 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower.
(bi) All consentsThe Tranche B-7 Lenders shall have received, licenses no later than three Business Days prior to the Amendment Effective Date, all documentation and approvals required in connection with other information about the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party of this Amendment Guarantors as has been reasonably requested by the Lead Arranger, the Administrative Agent or any Tranche B-7 Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and each anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested at least five Business Days in advance of the other Loan Documents to which it is a party Amendment Effective Date.
(j) The prepayment of (i) the Existing Tranche B-5 Term Loans of the Non-Continuing Tranche B-5 Lenders and (ii) the Non-Allocated Existing Term Loans of the Continuing Tranche B-7 Lenders, in each case, shall have been obtained and consummated or, substantially concurrently with the incurrence (or continuation) of the Tranche B-7 Term Loans, shall be in full force consummated. The Administrative Agent shall notify the Borrower and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including Tranche B-7 Lenders of the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 2 contracts
Sources: Refinancing Amendment (Windstream Services, LLC), Refinancing Amendment (Windstream Holdings, Inc.)
Amendment Effective Date. This Amendment The amendments to and the restatement of the Existing Credit Agreement provided for herein shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received (i) counterparts of this Agreement that, when taken together, bear the signatures of the followingBorrower and the Required Lenders or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of signed signature pages of this Agreement) that the Borrower and the Required Lenders have signed counterparts of this Agreement.
(b) The Administrative Agent shall have received a certificate, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in and signed by the case of certificates of governmental officialsPresident, a recent date before Vice President or a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(c) The Borrower shall be in Pro Forma Compliance and no Default shall have occurred and be continuing.
(d) The Tritel Transactions shall have been consummated and the Administrative Agent shall have received (i) copies of the executed documentation governing such transactions, each certified by the Secretary or Assistant Secretary of the Borrower as a true and correct copy and (ii) such other documents relating thereto reasonably requested by the Administrative Agent, its counsel or the Lenders.
(e) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the Tritel Transactions shall have been obtained.
(f) The Administrative Agent shall have received an updated Perfection Certificate (giving effect to the Tritel Transactions and the AT&T Swap) dated the Amendment Effective Date and in signed by an executive officer or Financial Officer of the case of financial Borrower, together with all documents and instruments including Uniform Commercial Code financing statements and amendments to financing statements, the date required by law or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as requested by the Administrative Agent may reasonably require evidencing to be filed, registered or recorded to create or perfect (or continue to perfect) the identity, authority and capacity of each Responsible Officer thereof authorized Liens intended to act as a Responsible Officer in connection with this Amendment and be created under the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;Security Agreement.
(iiia) such documents and certifications as shall become effective upon the Administrative Agent may reasonably require to evidence that date on which each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying conditions contained in paragraphs (A) that the conditions specified in Section 4.02(a), (ba) and (dc) of the Credit Agreement have been this Section 4.03 are satisfied (and or waived in the case of said accordance with Section 4.02(d9.02), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Sources: Credit Agreement (Telecorp Communications Inc), Credit Agreement (Telecorp PCS Inc /Va/)
Amendment Effective Date. This Amendment Except as set forth in Section 4.01 with respect to the provisions specified therein, this Amended Agreement shall become effective as of on the date first written above (the “Amendment Effective Date”), upon the satisfaction of on when all the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either 1) a counterpart of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period this Agreement signed on behalf of such financial statementsparty or 2) and each in form and substance written evidence reasonably satisfactory to the Administrative Agent:Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(ib) executed counterparts of this Amendment, sufficient in number for distribution The Administrative Agent shall have received a written opinion (addressed to the Administrative Agent, each Lenderthe Collateral Agent, each Borrower the Issuing Banks and PAA;
(iithe Lenders and dated the Amendment Effective Date) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each of ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., General Counsel of the Borrower, ▇▇▇▇▇ ▇▇▇▇ LLP, special counsel for the Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority Parties and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇Willkinson ▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian regulatory counsel for the Loan Parties, substantially in the forms of Exhibits ▇-▇, ▇-▇ and B-3, respectively, and covering such corporate, regulatory (including with respect to Governmental Authorizations) and other matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions as the Required Lenders or the Lead Arranger shall reasonably request. The Borrower hereby requests each such counsel to PMCULCdeliver such opinions.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, addressed existence and good standing of each Loan Party, the authorization of execution, delivery and performance of the Amended Agreement and any other legal matters relating to the Wireline Companies, the Loan Documents or the Directories Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and each Lender;its counsel.
(vd) The Administrative Agent shall have received a certificate certificate, dated the Amendment Effective Date and signed by the President, a Responsible Vice President or a Financial Officer of the Company certifying (A) that Borrower, confirming compliance with the conditions specified set forth in Section 4.02(a), paragraphs (a) and (b) of Section 4.03.
(e) The Administrative Agent shall have received all fees and (d) other amounts due and payable by any Loan Party to any of the Credit Agreement Lender Parties on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by any Loan Party under the Loan Documents.
(f) The conditions set forth in Section 4.01 shall have been satisfied satisfied.
(g) The Borrower shall have used all of the net cash proceeds from the Debt Offering to prepay Tranche B Term Loans.
(h) All accrued interest on and other amounts (including amounts payable pursuant to Section 2.15 of the Existing Credit Agreement) due in respect of the case Tranche B Term Loans as of said Section 4.02(d), if no Request for Credit Extension is the Amendment Effective Date shall have been paid.
(i) The Administrative Agent shall have received a Notice of Borrowing with respect to the Tranche B-1 Term Loans to be made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(bj) All consents, licenses and approvals required The Administrative Agent shall have received a notice of prepayment in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each respect of the other Loan Documents Tranche B Term Loans in accordance with Section 2.10(f) of the Existing Credit Agreement. On the Amendment Effective Date, without further action by any of the parties thereto, the Existing Agreement will be automatically amended and restated to which it is a party shall have been obtained read as this Agreement reads. On and after the Amendment Effective Date, the rights and obligations of the parties hereto shall be in full force governed by the provisions hereof. The rights and effect.
(c) There shall not have occurred during obligations of the parties with respect to the period from December 31, 2016 through and including before the Amendment Effective Date (i) any event or condition that has had or could reasonably shall continue to be expected, either individually or governed by the provisions thereof as in effect before the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAmendment Effective Date.
Appears in 1 contract
Sources: Credit Agreement (Windstream Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent shall have received a counterpart signature page to this Amendment executed and delivered by each of (i) each Obligor, (ii) the Agent’s receipt , and (iii) each Lender.
(b) The representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all respects on and as of the followingAmendment Effective Date, each and the Agent shall have received a certificate (in form and substance reasonably acceptable to the Agent), dated as of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed the Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyCompany, if applicablecertifying as to such representations and warranties, each together with reasonably detailed calculations demonstrating compliance with clause (ii) of Section 4(c).
(c) The Agent shall have received a written opinion, reasonably acceptable to the Agent in form and substance (addressed to the Agent and the Lenders and dated the Amendment Effective Date (or, in the case Date) from each of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this AmendmentWachtell, sufficient in number for distribution to the Administrative AgentLipton, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇& ▇▇▇▇ ▇▇▇▇▇ L.L.P.LLP, special Texas and New York counsel to Borrowers and PAAfor the Obligors, and (Cii) ▇Potter ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Canadian Delaware counsel for the Obligors. The Company hereby requests such counsel to PMCULC, addressed to the Administrative Agent and each Lender;deliver such opinions.
(vd) a certificate signed by a Responsible Officer [Reserved].
(e) The Agent shall have received, with respect to each Obligor as of the Company certifying (A) that Amendment Effective Date, each of the conditions specified items set forth in Section 4.02(a), (b) and (d4.01(b) of the Credit Agreement Agreement, in each case as though (i) each reference therein to the “Closing Date” were a reference to the Amendment Effective Date, (ii) the reference therein to the “Transactions” were a reference to the transactions contemplated hereby and (iii) the references therein to “this Agreement” and “hereunder” were a reference to this Amendment.
(f) The Company shall have been satisfied paid:
(i) to the Lead Arranger, for the account of each Lender, an upfront fee (the “Upfront Fee”) in an amount equal to 0.25% of the principal amount of Loans held by such Lender on the Amendment Effective Date immediately after giving effect to this Amendment and in the case of said Section 4.02(d)transactions contemplated hereby, if no Request for Credit Extension is made which Upfront Fee shall be fully earned and due and payable on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(viii) such all other assurancesfees and amounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between the Company and the Lead Arranger (collectively, certificatesthe “Engagement Letter”), documentsincluding, consents to the extent invoiced, reimbursement or opinions payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Agent and the Lead Arranger required to be paid or reimbursed pursuant to this Amendment, the Credit Agreement or the Engagement Letter as of the Administrative Agent may reasonably requireAmendment Effective Date.
(bg) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment The Company and each of the other Loan Documents to which it is a party Subsidiary Guarantors shall have been obtained provided the documentation and other information to the Agent that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act, to the extent the Company shall be in full force have received written requests therefor at least ten (10) Business Days prior to the Amendment Effective Date. The Agent shall notify the Company and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including Lenders of the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the 2025 Incremental Bridge Term Loan Lenders):
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by Holdings and the followingBorrower, the Administrative Agent and each of which 2025 Incremental Bridge Term Loan Lender;
(b) the Administrative Agent (or its counsel) shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed have received a certificate signed by a Responsible Officer of Holdings and the signing Borrower (the “Thirteenth Amendment Loan Parties”), (i) certifying that the articles of formation (or equivalent document) of such Thirteenth Amendment Loan Party, if applicablecertified by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, each dated and the operating agreement (or equivalent document) of such Thirteenth Amendment Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Thirteenth Amendment Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Thirteenth Amendment Loan Party approving this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a Responsible Officer of such Thirteenth Amendment Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (oriii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Thirteenth Amendment Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5;
(c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2025 Incremental Bridge Term Loan Lenders on the Amendment Effective Date, a customary written opinion of L▇▇▇▇▇ & W▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for the case Thirteenth Amendment Loan Parties;
(d) the Administrative Agent (or its counsel) shall have received a certificate of certificates good standing (to the extent such concept exists in the relevant jurisdiction) with respect to the Thirteenth Amendment Loan Parties certified as of governmental officials, a recent date before by the appropriate Governmental Authority of the state of formation;
(e) the Administrative Agent (or its counsel) shall have received a solvency certificate dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings or the Borrower (or, at the option of Holdings or the Borrower, a third party opinion as to the solvency of Holdings and in the case of financial statements, the date or period of such financial statements) and each its subsidiaries on a consolidated basis in form and substance reasonably satisfactory to the Amendment No. 13 Lead Arranger issued by a nationally recognized firm reasonably acceptable to the Amendment No. 13 Lead Arranger);
(f) the Administrative Agent:Agent (or its counsel) shall have received, at least three Business Days prior to the Amendment Effective Date, all documentation and other information about any Loan Party required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so reasonably requested in writing by the Administrative Agent no less than ten Business Days prior to the Amendment Effective Date);
(g) all fees and reasonable out-of-pocket expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 13 Lead Arranger pursuant to any commitment letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced with reasonable detail at least three Business Days prior to the Amendment Effective Date), including pursuant to that certain Fee Letter, dated as of May 3, 2025 between the Amendment No. 13 Lead Arranger and the Borrower (the “Bridge Fee Letter”);
(h) the Administrative Agent shall have received a Borrowing Request in respect of the 2025 Incremental Bridge Term Loans to be made on the Amendment Effective Date five (5) Business Days prior to the Amendment Effective Date (or such shorter time as the Amendment No. 13 Lead Arranger may agree);
(i) executed counterparts of this Amendment, sufficient the Specified Representations set forth in number for distribution the Amended Credit Agreement with respect to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents Amended Credit Agreement shall be true and certifications correct in all material respects as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying Amendment Effective Date (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and except in the case of said any representation and warranty that expressly relates to a given date or period, such representation and warranty shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be); provided that if any Specified Representation is qualified by or subject to a “material adverse effect”, “material adverse change” or similar term or qualification, the definition thereof shall be the definition of “Material Adverse Effect” (as defined in the Amendment No. 13 Effective Date Acquisition Agreement) for purposes of the making or deemed making of such Specified Representation on, or as of, the Amendment Effective Date (or any date prior thereto);
(j) no Event of Default under Section 4.02(d7.01(a), if no Request for (f) or (g) of the Existing Credit Extension is made Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment; and
(k) The Amendment No. 13 Effective Date Acquisition (as defined in the Amended Credit Agreement) shall have been, or substantially concurrently with the initial funding of the 2025 Incremental Bridge Term Loans on the Amendment Effective Date, then determined shall be, consummated in respect to then Outstanding Amount all material respects in accordance with the terms of Obligations, if any, of each Borrower), the Amendment No. 13 Effective Date Acquisition Agreement (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or as defined in the aggregateAmended Credit Agreement). By executing this Amendment, a Material Adverse Effect, the 2025 Incremental Bridge Term Loan Lenders and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consentsshall be deemed to have consented to, licenses approved or accepted, or be satisfied with, or have waived, all conditions hereto and approvals required in connection with to the executionAmendment Effective Date. The Administrative Agent shall post a notice of effectiveness and occurrence of the Amendment Effective Date, delivery and performance by each Loan Party which shall be conclusive. The Administrative Agent and the validity against each 2025 Incremental Bridge Term Loan Party of this Amendment Lenders acknowledge and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including agree that the Amendment Effective Date (i) any event or condition that has had or could reasonably be expectedis July 10, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect2025.
Appears in 1 contract
Sources: First Lien Credit Agreement (Lucky Strike Entertainment Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Fourth Amendment Effective Date”), upon the satisfaction of ) on which the following conditions precedenthave been satisfied (or waived by the Administrative Agent):
a. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent and (iii) the Fourth Amendment Increasing Lenders;
b. The Administrative Agent shall have also received:
(a) The Administrative Agent’s receipt of the followingi. customary written opinions, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A1) White & Case LLP and (2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) & C▇▇▇▇▇ ▇▇▇▇▇ L.L.P.P.C., each as special Texas and New York counsel to Borrowers the Credit Parties;
ii. a certificate of an Authorized Officer of each Credit Party dated the Fourth Amendment Effective Date and PAAcertifying:
A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (and with respect to any articles of incorporation or formation (or equivalent document), as applicable, certified to be true and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed complete as of a recent date prior to the Administrative Agent and each Lender;
(vFourth Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) a certificate signed certified by a Responsible secretary or other Authorized Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) such Credit Party to be true and (d) correct as of the Fourth Amendment Effective Date (or solely with respect to the bylaws, operating agreement or equivalent governing document, as applicable, of such Credit Agreement have been satisfied (and in Party, that such Credit Party has not modified its bylaws, operating agreement or equivalent governing document, as applicable, since the case of said Section 4.02(d), if no Request for Credit Extension is made on the Third Amendment Effective Date, then determined in respect to then Outstanding Amount );
B. that attached thereto is a true and complete copy of Obligations, if any, resolutions of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with Credit Party authorizing the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and any other document delivered in connection herewith on the Fourth Amendment Effective Date;
(1) as to the incumbency and specimen signature of each Authorized Officer executing this Amendment or (2) that the incumbency and specimen signature of each Authorized Officer has not changed since the Third Amendment Effective Date; and
D. that attached thereto is a good standing certificate, certificate of status or analogous certificate from the applicable Governmental Authority of such Credit Party’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the Fourth Amendment Effective Date;
iii. if requested by a Fourth Amendment Increasing Lender, the Administrative Agent and such Fourth Amendment Increasing Lender shall have received a duly-executed Revolving Credit Note or amended and restated Revolving Credit Note, as applicable;
iv. a certificate duly executed by an Authorized Officer of the Borrower on the Fourth Amendment Effective Date certifying that (a) no Default or Event of Default shall then exist or immediately after the Fourth Amendment Effective Date would exist and (b) each of the other Loan Documents to which it is a party shall have been obtained representations and warranties contained in Article VI of the Existing Credit Agreement shall be in full force true and effect.
(c) There shall not have occurred during correct as if made on and as of the period from December 31, 2016 through and including the Fourth Amendment Effective Date (iexcept to the extent that any thereof expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date);
v. the results of a recent search, by a Person satisfactory to the Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any event personal or condition that has had or could reasonably be expected, either individually or mixed property of any Credit Party in the aggregateappropriate jurisdictions, together with copies of all such filings disclosed by such search; and
c. The Administrative Agent and the Fourth Amendment Increasing Lenders (or their affiliates, as applicable) shall have received payment of all fees required to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, be paid pursuant to the knowledge fee letter, dated as of PAAApril 17, threatened 2025, and reasonable and documented out-of-pocket expenses to the extent invoiced in writing, reasonable detail at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in least one business day prior to the aggregate, could reasonably be expected to have a Material Adverse EffectFourth Amendment Effective Date.
Appears in 1 contract
Amendment Effective Date. This The obligations of the Lenders to make the Loans hereunder on or after the Amendment Effective Date shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received (including by telecopy or email transmission) (i) a counterpart of this Agreement from the following, Borrower and each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Lender under the signing Loan Party, if applicable, each dated Original Credit Agreement immediately prior to the Amendment Effective Date (or, if any such Lender is a Non-Consenting Lender, its Replacement Lender in accordance with Section 2.16(c) of the Original Credit Agreement) and (ii) from each Loan Party party to each other relevant Loan Document (or has received on or after the Closing Date in the case of certificates of governmental officialsLoan Documents continuing pursuant to Section 1.07), a recent date before counterpart of such Loan Document signed on behalf of such Loan Party.
(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders as of the Amendment Effective Date and dated the Amendment Effective Date) of (i) Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇, counsel for the Borrower and certain of the Loan Parties and (ii) local counsel in each jurisdiction in which a Loan Party is organized and the laws of which are not covered by the opinion referred to in (i) above, in each case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:Agent and its counsel.
(ic) executed counterparts The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Loan Parties, the authorization of the Transactions (excluding use of proceeds) and any other legal matters relating to the Loan Parties, this AmendmentAgreement or the Transactions (excluding use of proceeds), sufficient including a certificate of each Loan Party substantially in number for distribution the form of Exhibit E, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by the Chief Executive Officer, a Vice President, a Financial Officer of the Borrower or any other executive officer of the Borrower who has specific knowledge of the Borrower’s financial matters and is satisfactory to the Administrative Agent, each Lender, each Borrower confirming that (a) the representations and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers warranties of each Loan Party as set forth in the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party are true and correct as of the Amendment Effective Date and (b) as of the Amendment Effect Date, no Default has occurred and is a party;continuing.
(iiie) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed There shall have been delivered to the Administrative Agent and each Lender;an executed Perfection Certificate.
(vf) The Administrative Agent shall have received a solvency certificate in the form of Exhibit I, dated the Amendment Effective Date and signed by the Chief Executive Officer, a Responsible Chief Financial Officer, a Chief Accounting Officer or any other executive officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) Borrower who has specific knowledge of the Credit Agreement Borrower’s financial matters and is satisfactory to the Administrative Agent.
(g) The Administrative Agent, the Lead Arrangers and the Lenders shall have been satisfied (received all fees and in the case of said Section 4.02(d), if no Request for Credit Extension is made other amounts due and payable on or prior to the Amendment Effective Date, then determined in respect including, to then Outstanding Amount the extent invoiced, reimbursement or payment of Obligationsall out‑of‑pocket expenses (including fees of legal counsel to the Administrative Agent, if anythe Lead Arrangers and the Lenders) required to be reimbursed or paid by the Borrower hereunder.
(h) Since December 31, of each Borrower)2014, (B) that there has shall have been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect.
(i) The Administrative Agent shall have received the results of a recent Lien search with respect to each Loan Party, and such search shall reveal no Liens on any of the assets of the Loan Parties except for Liens permitted by Section 6.02 or discharged on or prior to the Amendment Effective Date pursuant to documentation satisfactory to the Administrative Agent.
(j) To the extent not received prior to the Amendment Effective Date, the Collateral Agent shall have received the certificates representing the certificated Equity Interests pledged pursuant to the Pledge Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof.
(k) The entry into and effectiveness of the Match Credit Agreement shall have occurred substantially concurrently with the effectiveness of this Agreement.
(l) Each Loan Party shall have provided the documentation and other information requested by the Lenders that is required by regulatory authorities under applicable “know your customer” and anti- money-laundering rules and regulations, including without limitation, the Act, in each case as requested at least three Business Days prior to the Amendment Effective Date.
(m) The Administrative Agent shall have received an executed promissory note payable to the order of each Lender that requested such promissory note at least one Business Day prior to the Amendment Effective Date (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.
(n) The Borrower shall have paid to the Administrative Agent (i) for the ratable account of the Revolving Lenders immediately on or prior to the Amendment Effective Date, all accrued and unpaid interest on the Revolving Loans under the Original Credit Agreement and all accrued and unpaid fees payable pursuant to Sections 2.09(a) and (b)(i) of the Original Credit Agreement, (ii) for the account of the applicable Issuing Bank, all accrued and unpaid fronting fees payable pursuant to Sections 2.09(b)(ii) of the Original Credit Agreement and (iii) for its own account, all accrued and unpaid fees payable pursuant to Section 2.09(c) of the Original Credit Agreement, in each case to, but not including, the Amendment Effective Date.
(o) The Borrower shall have paid to the Administrative Agent for the account of each of the Revolving Lenders, as fee compensation for the making of such Lender’s Revolving Commitment, an amendment fee as separately agreed. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Amendment Effective Date. This Amendment The obligations of the Lenders to make Loans, of the Tranche B LC Lenders to fund their Tranche B Deposits and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto (including each Lender under the Existing Credit Agreement after giving effect to any assignment of loans and commitments under the following, each Existing Credit Agreement on or prior to the Amendment Effective Date) either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall be originals, telecopies or other electronic copies have received a favorable written opinion (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of addressed to the signing Loan Party, if applicable, each Administrative Agent and the Lenders and dated the Amendment Effective Date (orDate) of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Borrower, substantially in the case form of Exhibit E and covering such other matters relating to the Borrower, this Agreement or the Transactions as the Lenders shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statementsBorrower, the date authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or period of such financial statements) and each the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent:Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection confirming compliance with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified set forth in Section 4.02(aparagraphs (a), (b) and (dc) of Section 4.02 and (ii) certifying that the Adjusted Consolidated EBITDA of the Borrower for the fiscal year ended December 31, 2004, was not less than $615,000,000.
(e) All interest, fees and other amounts accrued for the accounts of or owing to the Administrative Agent, the Lenders or the Issuing Bank under the Existing Credit Agreement have been satisfied (and in the case as of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount whether or not at the time due and payable under the terms of Obligationsthe Existing Credit Agreement, if any, of each Borrower), shall have been (Bor shall simultaneously be) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; andpaid.
(vif) such The Administrative Agent shall have received all fees and other assurancesamounts due and payable to it on or prior to the Amendment Effective Date, certificatesincluding, documentsto the extent invoiced, consents reimbursement or opinions as payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent may shall have received a completed Perfection Certificate dated the Amendment Effective Date and signed on behalf of the Borrower by a Financial Officer, together with all attachments contemplated thereby, including the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Borrower in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably requiresatisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 and the Security Documents or have been released.
(bh) All consents, licenses and approvals The Administrative Agent shall have received evidence that the insurance required in connection with the execution, delivery and performance by each Loan Party Section 5.05 and the validity against each Loan Party of this Amendment and each of the other Loan Security Documents to which it is a party shall have been obtained and shall be in full force and effect.
(ci) There All defaults that shall not have occurred during under agreements or instruments evidencing or governing Material Indebtedness shall have been cured or waived, and the period from December 31Administrative Agent shall have received a certificate of a Financial Officer to such effect, 2016 through together with such related information as it shall reasonably have requested.
(j) The Lenders shall be satisfied with the status of all actions, suits, investigations and including proceedings pending, threatened against or affecting the Borrower or any Subsidiary. The Administrative Agent shall notify the Borrower and the Lenders of the Amendment Effective Date Date, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (ior waived pursuant to Section 9.02) any event at or condition that has had or could reasonably be expectedprior to 3:00 p.m., either individually or New York City time, on March 31, 2005 (and, in the aggregateevent such conditions are not so satisfied or waived, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, Commitments shall terminate at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectsuch time).
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Amendment Effective Date. This Amendment shall become effective as of be binding upon the date first written above Administrative Agent, Borrower, SunTrust, and each other Lender on the last day (the “Amendment Effective Date”), ) upon the satisfaction of the following conditions precedent:
which (a) The counterparts of this Amendment shall have been executed and delivered to Administrative Agent by Borrower, Administrative Agent’s receipt of the following, each of which and SunTrust, or when Administrative Agent shall be originalshave received, telecopies telecopied, telexed, or other electronic evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof; (b) the Revolving Note (if previously requested by SunTrust) is executed by Borrower and delivered in accordance with Paragraph 1.5 hereof; (c) Borrower shall have paid to Administrative Agent (for distribution to SunTrust) the upfront fee payable to SunTrust in the amount of $150,000.00; (d) Borrower shall have repaid all outstanding Revolving Loans, to the extent any such Revolving Loans are outstanding (without giving effect to any Revolving Loans made after the effectiveness of this Amendment); (e) Borrower shall have delivered to Administrative Agent copies (followed promptly certified by originalsthe Secretary or Assistant Secretary of Borrower) unless otherwise specifiedof all corporate action taken by Borrower to authorize the execution, each properly executed by a Responsible Officer of the signing Loan Partydelivery, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts performance of this Amendment, sufficient in number for distribution and any related Debt incurrence; and (f) Borrower shall have delivered to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity an opinion of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) S▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, special Canadian counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at lawLenders, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could form and substance reasonably be expected acceptable to have a Material Adverse EffectAdministrative Agent.
Appears in 1 contract
Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date first written above (such date, the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) the Administrative Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the Borrower and each other Loan Party and (ii) Lender Addenda and counterparts to this Refinancing Amendment, as applicable, executed and delivered by each Tranche B-3 Lender;
(b) the representations and warranties in Section 4 above shall be true and correct;
(c) The Borrowers shall have prepaid (or to have been deemed to have prepaid after giving effect to the Tranche B-3 Loans) all outstanding Tranche B-2 Loans on the Amendment Effective Date by paying the principal amount to be prepaid together with interest accrued thereon to the date of such prepayment. The Borrowers will pay to the Tranche B-2 Lenders any funding losses incurred pursuant to Section 2.13 of the Credit Agreement; provided, however that notwithstanding anything herein or in the Credit Agreement to the contrary, each Borrower and each Lender party hereto agrees that any amounts payable to any Continuing Term Lender pursuant to Section 2.13 of the Credit Agreement are hereby waived.
(d) The Administrative Agent’s receipt Agent shall have received:
(i) a certificate of the followingsecretary or assistant secretary of each Loan Party dated the Amendment Effective Date, certifying (A) that attached thereto is a true and complete copy of each Organizational Document of such Loan Party certified (to the extent applicable) as of a recent date by the Secretary of State of the state of its organization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which shall be originalssuch person is a party and, telecopies in the case of Borrowers, the borrowings contemplated hereby, and that such resolutions have not been modified, rescinded or amended and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (i));
(ii) a certificate as to the good standing of each Loan Party (in so-called “long-form” if available) as of a recent date, from such Secretary of State (or other electronic copies applicable Governmental Authority); and
(followed promptly by originalsiii) unless otherwise specifiedsuch other documents as the Administrative Agent may reasonably request.
(e) The Administrative Agent shall have received a certificate, each properly executed dated the Amendment Effective Date and signed by a Responsible Officer of Holdings, confirming compliance with the signing conditions precedent set forth in Sections 5(b) and (k).
(f) The Administrative Agent shall have received a favorable written opinion of (i) ▇▇▇▇▇▇ LLP, special counsel for the Loan PartyParties, if applicableand (ii) ▇▇▇▇▇▇ and ▇▇▇▇▇▇, each dated British Virgin Islands counsel to the Amendment Effective Date (orLoan Parties, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:.
(ig) executed counterparts The Administrative Agent shall have received a solvency certificate in the form of this Amendment, sufficient in number for distribution Exhibit K to the Administrative AgentCredit Agreement, each Lender, each Borrower dated the Amendment Effective Date and PAA;signed by the chief financial officer of Holdings.
(iih) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Arrangers and Administrative Agent may reasonably require evidencing shall have received all fees and other amounts due and payable on or prior to the identityAmendment Effective Date, authority including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses (including the legal fees and capacity expenses of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇& ▇▇▇▇▇▇▇▇ LLP), and the fees and expenses of any local counsel, foreign counsel, appraisers, consultants and other advisors required to be reimbursed or paid by Borrowers hereunder or under any other Loan Document.
(i) The Tranche B-3 Lenders shall have received, sufficiently in advance of the Amendment Effective Date, all documentation and other information that may be required by the Tranche B-3 Lenders in order to enable compliance with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, including the information described in Section 10.13 of the Credit Agreement.
(j) The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 of the Credit Agreement with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders.
(k) The conditions set forth in Sections 4.02(b) through 4.02(d) of the Credit Agreement shall be satisfied on and as of the Amendment Effective Date with respect to the Credit Extensions to be made on the Amendment Effective Date by the Tranche B-3 Lenders.
(l) The Borrowers shall have paid all fees due and payable on the Amendment Effective Date pursuant to the Engagement Letter dated as of March 24, 2013 by and among Holdings and ▇.▇. ▇▇▇▇▇▇ LLPSecurities LLC (as the same may be amended from time to time, special Canadian counsel to PMCULCthe “Engagement Letter”), addressed and all expenses due and payable pursuant to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of Engagement Letter to the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on extent invoiced not less than one Business Day prior to the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the . The Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with shall notify the execution, delivery and performance by each Loan Party Borrowers and the validity against each Loan Party Lenders of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Refinancing Amendment and Joinder Agreement (Rovi Corp)
Amendment Effective Date. This Amendment shall become effective as of the date first written above hereof on the date on which the following conditions precedent have been satisfied (the “"Amendment Effective Date”"); provided, upon however, (i) the satisfaction of consent set forth in Section 3(b) above shall not become effective until the following conditions precedentKeystone Effective Date and (ii) the consent set forth in Section 3(c) above shall not become effective until the Leachate Effective Date:
(a1) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, telecopies have received on or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in all of the case following, all of financial statements, the date or period of such financial statements) and each which shall be in form and substance reasonably satisfactory to the Administrative AgentAgents, in sufficient originally executed copies for each of the Lenders:
(i) this Amendment executed counterparts of this Amendment, sufficient in number for distribution to by the Administrative Agent, each Lender, each Borrower Borrowers and PAALenders constituting the Requisite Lenders;
(ii) such certificates an Acknowledgment, substantially in the form of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of Exhibit A attached hereto and executed by each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a partySubsidiary Guarantor;
(iii) such documents and certifications additional documentation as the Administrative Agent Agents or the Requisite Lenders may reasonably require require.
(2) Each of the representations and warranties made by the Borrowers or the Subsidiary Guarantors in or pursuant to evidence that each Loan Party and General Partner is duly organized or formedthe Credit Agreement, as amended by this Amendment, and the other Loan Documents to which the Borrowers or any of the Guarantors is a party or by which the Borrowers or any of the Subsidiary Guarantors is bound, shall be true and correct in all material respects on and as of the Amendment Effective Date (other than representations and warranties in any such Loan Document which expressly speak as of a different date).
(3) All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Amendment shall be satisfactory in all respects in form and substance to the Administrative Agent.
(4) No Event of Default or Default shall have occurred and be continuing on the Amendment Effective Date.
(5) The Borrowers shall have paid (1) to each Lender that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities has executed this Amendment an amendment fee equal to 0.3750% of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers Lender's outstanding Term Loans and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAARevolving Credit Commitments, and (C2) ▇▇the fees set forth in that certain fee letter dated November 6, 2000 from ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed ▇▇▇▇▇▇ Inc. to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably requireCompany.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (It Group Inc)
Amendment Effective Date. This The Amendment Effective Date shall become effective as be the first date on which each condition set forth below is satisfied or waived:
a. The Administrative Agent (or its counsel) shall have received duly executed counterparts of this Amendment from the Borrower and each Incremental Revolving Commitment Lender.
b. The Administrative Agent (or its counsel) shall have received duly executed copies of the date first written above Affirmation of Guaranty, substantially in the form set forth in Exhibit I to this Amendment (the “Amendment Effective DateAffirmation of Guaranty”), upon the satisfaction from each Guarantor.
c. The Administrative Agent shall have received (i) either (x) a copy of the following conditions precedent:
(a) The Administrative Agent’s receipt Organization Documents, including all amendments thereto, of the followingBorrower and each Guarantor, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Partycertified, if applicable, as of a recent date by the Secretary of State or other competent authority of the state of its organization, if applicable, or similar Governmental Authority, and a certificate as to the good standing or comparable certificate under applicable law (where relevant) of the Borrower and each Guarantor as of a recent date from the Amendment Effective Date, from such Secretary of State, similar Governmental Authority or other competent authority or (y) certification that the Organization Documents of the Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent and (ii) a certificate of the Secretary or Assistant Secretary or comparable officer under applicable law or director of the Borrower and each Guarantor dated the Amendment Effective Date and certifying (where relevant) (A) that either (x) attached thereto is a true and complete copy of the Organization Documents of the Borrower and each Guarantor as in effect on the Amendment Effective Date or (y) certifying that the Organization Documents of the Borrower and each Guarantor have not changed since the versions previously provided to the Administrative Agent, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of the Borrower and each Guarantor authorizing the execution, delivery and performance of this Amendment and the Affirmation of Guaranty, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the Organization Documents of the Borrower and each Guarantor have not been amended since the date of the last amendment shown on such certificate, (D) as to (if applicable) the incumbency and specimen signature of each officer executing this Amendment on behalf of the Borrower and countersigned by another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary or comparable officer under applicable law executing the certificate pursuant to clause (ii) above and (E) such other matters that are customarily included in a certificate of this nature in the jurisdiction of its incorporation or organization.
d. The representations and warranties of each Loan Party contained in Article V of the Credit Agreement, this Amendment or any other Loan Document shall be true and correct in all respects or, in the case of certificates such representations and warranties which are not otherwise subject to a materiality qualification in accordance with its terms, shall be correct in all material respects, in each case on and as of governmental officialsthe Amendment Effective Date, a recent date before except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.
e. No Default shall exist before, or would result from, the incurrence of the Incremental Revolving Commitment on the Amendment Effective Date and in or any related Revolving Credit Loans contemplated hereby or the case application of financial statementsthe proceeds thereof, or the consummation of the transactions contemplated herein.
f. The Administrative Agent shall have received, on behalf of itself, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Collateral Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as Lenders, on the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formedAmendment Effective Date, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable customary written opinions of (A) K▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇& E▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to for the Borrower.
g. The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying Borrower, confirming (Ai) that compliance with the conditions specified precedent set forth in Section 4.02(a), paragraphs (bd) and (de) above and (ii) that after giving Pro Forma Effect to the increase of the Revolving Credit Agreement Commitments contemplated in this Amendment (assuming that all such Incremental Revolving Commitments are drawn in full and excluding the cash proceeds of such Incremental Revolving Commitments) and after giving effect to any Specified Transaction consummated in connection therewith and all other appropriate Pro Forma Adjustments, the First Lien Net Leverage Ratio does not exceed 4:25:1.00.
h. The Borrower shall have been satisfied paid (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect or caused to then Outstanding Amount of Obligations, if any, of be paid) to each Borrower), Incremental Revolving Commitment Lender (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (Ci) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents full amount of all fees required to be paid by the Borrower on or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents prior to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date pursuant to the Amendment No. 1 Fee Letter (ias defined in Section 2(b) any event or condition that has had or could reasonably be expectedof this Amendment), either individually or in the aggregate, to have a Material Adverse Effect, or and (ii) any action, suit, investigation, proceeding, claim all reasonable and documented or dispute pending or, to invoiced out-of-pocket costs of the knowledge of PAA, threatened in writing, at law, in equity, in arbitration Administrative Agent and expenses due and payable under the Credit Agreement or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectFee Letter.
Appears in 1 contract
Amendment Effective Date. This Amendment and the Amended Credit Agreement shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Eighth Amendment Replacement Term Lenders):
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received (i)(x) a counterpart signature page of this Amendment duly executed by the followingParent Borrower, each of which shall be originalsother Loan Party party hereto, telecopies or other electronic copies the Additional Replacement Term Lender and the Administrative Agent and (followed promptly y) each applicable Lender Addendum, executed and delivered by originalseach Consenting Term Lender and (ii) unless otherwise specified, each properly a borrowing notice duly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory Parent Borrower with respect to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution Eighth Amendment Replacement Term Loans setting forth the Parent Borrower’s request to have the Eighth Amendment Replacement Term Loans be subject to the Administrative Agent, each Lender, each Borrower same Interest Periods and PAA;
the same Term SOFR Reference Rate applicable to the Term SOFR Loan Existing Term Loans; (iib) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as (or its counsel) shall have received a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
customary opinion from (iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (Bi) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇& ▇▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, Arsht & ▇▇▇▇▇▇▇ LLP, in its capacity as special Canadian Delaware counsel to PMCULCthe Loan Parties,
(i) to the extent invoiced to the Parent Borrower at least three Business Days prior to the Amendment Effective Date, addressed all costs and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) required to be paid by the Parent Borrower to the Administrative Agent and the Eighth Amendment Lead Left Arranger in connection with this Amendment and (ii) all fees required to be paid by the Parent Borrower to the Eighth Amendment Lead Left Arranger and the Eighth Amendment Replacement Term Lenders in connection with this Amendment, in each Lender;
case of (v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (bi) and (d) ii), shall have been paid or shall have been authorized to be deducted from the proceeds of the Credit Agreement funding under the Eighth Amendment Replacement Term Loans; (g) the Administrative Agent (or its counsel) shall have been satisfied (and in the case of said Section 4.02(d)received, if no Request for Credit Extension is made on at least three Business Days prior to the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (Bi) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in all documentation and other information about the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party Parent Borrower and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party Subsidiary Guarantors that shall have been obtained and shall be reasonably requested by any Eighth Amendment Replacement Term Lender in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including writing at least 10 Business Days prior to the Amendment Effective Date (i) any event or condition and that has had or could such Eighth Amendment Replacement Term Lender reasonably be expecteddetermines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti- money laundering rules and regulations, either individually or in including the aggregate, to have a Material Adverse Effect, or PATRIOT Act and the CDD Rule and (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened extent the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Eighth Amendment Replacement Term Lender has requested such certification in writing, a written notice to the Administrative Agent and the Parent Borrower at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected least 10 Business Days prior to have a Material Adverse Effect.the
Appears in 1 contract
Amendment Effective Date. This Amendment amendment and restatement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 10.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the following, each Administrative Agent (which may include telecopy transmission of which a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) The Administrative Agent shall be originals, telecopies or other electronic copies have received a favorable written opinion (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of addressed to the signing Loan Party, if applicable, each Administrative Agent and the Lenders and dated the Amendment Effective Date (or, in the case Date) of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇Simp▇▇▇ ▇▇▇▇▇▇▇ & Bart▇▇▇▇, Esq.▇▇unsel for the Borrower and the Guarantors, General Counsel for Borrowers and PAAsubstantially in the form of Exhibit B-1, (Bii) Barn▇▇ & ▇hor▇▇▇▇▇, ▇▇ecial Indiana counsel for the Borrower, substantially in the form of B-2 and (iii) Good▇▇▇ ▇▇▇l▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) & ▇ine▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ LLPnadian counsel for Seagram, special Canadian substantially in the form of B-3. The Borrower and the Guarantors hereby request such counsel to PMCULCdeliver such opinion.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, addressed existence and good standing of the Borrower, each Guarantor, the authorization of the Transactions and any other legal matters relating to the Borrower, the Guarantors, this Agreement or the Transactions, all in form and substance satisfactory to the Administrative Agent and each Lender;its counsel.
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) The Acquisition shall have been consummated in accordance with applicable law and in a manner and with consequences not materially different from the description thereof in the Form S-4. 45 40
(e) The Lenders shall have received a pro forma balance sheet of Seagram as of June 30, 1998, and a pro forma consolidated income statement of Seagram for the period from July 1, 1997, through June 30, 1998, after giving effect to the Transactions and the consummation of the other transactions contemplated hereby as if they had occurred on the date of such balance sheet and at the beginning of the period covered by such income statement, respectively, and such balance sheet and income statement shall not be materially inconsistent with the information and projections previously provided to the Lenders.
(f) The Seagram Existing Credit Agreement shall have been satisfied amended and restated in order to conform, to the reasonable satisfaction of the Administrative Agent, the representations, warranties, covenants, events of default, financial terms and certain other terms of the Seagram Existing Credit Agreement to those of the 364-Day Agreement.
(g) The 364-Day Credit Agreement and in the case obligations to make loans thereunder shall have become effective pursuant to Section 4.01 of said Section 4.02(d), if no Request for the 364-Day Credit Extension is made Agreement.
(h) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Amendment Effective Date, then determined in respect including, to then Outstanding Amount the extent invoiced, reimbursement or payment of Obligations, if any, all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectAmendment Effective Date, and (C) such notice shall be conclusive and binding. Notwithstanding the current PAA Debt Ratings; and
(vi) such other assurancesforegoing, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses this amendment and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and restatement shall not become effective unless each of the other Loan Documents foregoing conditions is satisfied (or waived pursuant to which it is a party shall have been obtained and shall be in full force and effect.
(cSection 10.02) There shall not have occurred during the period from December at or prior to 3:00 p.m., New York City time, on March 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect1999.
Appears in 1 contract
Sources: Credit Agreement (Seagram Co LTD)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “First Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the 2018 Incremental Term Lenders and the Successor Administrative Agent):
(a) The Successor Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each Loan Party, the Existing Administrative Agent’s receipt of , the followingSuccessor Administrative Agent, each of which 2018 Incremental Term Lender and the Lenders constituting the Required Lenders.
(b) The Successor Administrative Agent shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed have received a certificate signed by a Responsible Officer of each Loan Party (i) attaching the signing articles of formation or other or formation documents of such Loan Party and the bylaws, operating agreement or comparable governing document of such Loan Party, if in each case, certified by an appropriate Governmental Authority, to the extent applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates certifying that attached thereto are the resolutions of resolutions the Board of Directors (or other action, incumbency certificates and/or other certificates governing body) of Responsible Officers of each such Loan Party as approving and authorizing the Administrative Agent may reasonably require evidencing the identityexecution, authority delivery and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which as being in full force and effect without modification or amendment as of the First Amendment Effective Date, (iii) attaching signature and incumbency certificates of the Responsible Officers of such Loan Party executing Loan Documents to which it is a party;party and (iv) attaching the good standing certificates described in clause (d) below.
(iiic) such documents and certifications as the The Successor Administrative Agent may reasonably require shall have received a certificate of good standing, existence or its equivalent with respect to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction certified as of organization, issued a recent date by the appropriate authorities Governmental Authorities of the state of incorporation or formation, as the case may be and to the extent such jurisdiction;concept exists.
(ivd) favorable opinions of At least three (A3) Business Days prior to the First Amendment Effective Date, the Successor Administrative Agent and the 2018 Incremental Term Lenders shall have received all documentation and other information about the Loan Parties that shall have been reasonably requested in writing at least ten (10) Business Days prior to the First Amendment Effective Date and that the Successor Administrative Agent and the 2018 Incremental Term Lenders reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act.
(e) The Successor Administrative Agent shall have received a written legal opinion reasonably satisfactory to it (addressed to the Existing Administrative Agent and each 2018 Incremental Term Lender party hereto and dated the First Amendment Effective Date) of
(i) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ L.L.P.LLP, special Texas and New York counsel to Borrowers the Loan Parties, in form and PAAsubstance reasonably satisfactory to the Successor Administrative Agent;
(ii) Stikeman Elliot LLP, Alberta, British Columbia, Ontario and Quebec counsel to the Loan Parties;
(Ciii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇, New Brunswick, Nova Scotia and Newfoundland and Labrador counsel to the Loan Parties;
(iv) D’Arcy & Deacon LLP, special Canadian Manitoba counsel to PMCULC, addressed to the Administrative Agent and each Lender;Loan Parties; and
(v) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Saskatchewan counsel to the Loan Parties.
(f) All fees required to be paid on the First Amendment Effective Date pursuant to that certain Commitment Letter, dated as of April 22, 2018 (the “Commitment Letter”), among the Buyer, Citibank Global Markets Inc. and each other financial institution which signs or has signed a certificate signed joinder thereto or pursuant to the Fee Letter (as defined therein) and the reasonable out-of-pocket expenses required to be paid on the First Amendment Effective Date pursuant to the Commitment Letter, to the extent invoiced at least three (3) Business Days prior to the First Amendment Effective Date (except as otherwise reasonably agreed by a Responsible Officer the Borrower), shall, upon the initial borrowings under the 2018 Incremental Term Loans (as applicable), have been, or will be substantially simultaneously, paid (which amounts may be offset against the proceeds of the Company certifying 2018 Incremental Term Loans (Aas applicable)).
(g) that The Existing Administrative Agent shall have received, for the conditions specified account of each Existing Lender which executes this Amendment and submits to the Successor Administrative Agent a signature page hereto on or prior to 5:00 pm (New York time) on May 8, 2018, a consent fee (the “Consent Fee”) in Section 4.02(a), (b) and (d) an amount equal to 0.25% of the Credit Agreement have been satisfied (and in aggregate principal amount of the case of said Section 4.02(d), if no Request for Credit Extension is made on Initial Term Loans held by such Lender immediately prior to the First Amendment Effective Date; provided that the Consent Fee shall not be payable if the First Amendment Effective Date does not occur.
(h) The First Amendment Transaction shall have been consummated, then determined or substantially simultaneously with the initial borrowings under the 2018 Incremental Term Loans, shall be consummated, in respect to then Outstanding Amount all material respects in accordance with the terms of Obligations, if any, of each Borrowerthe First Amendment Transaction Agreement (as applicable), after giving effect to any modifications, amendments, consents or waivers by you thereto, other than those modifications, amendments, consents or waivers that are materially adverse to the interests of the 2018 Incremental Term Lenders, unless consented to in writing by the 2018 Incremental Term Lenders (Bsuch consent not to be unreasonably withheld, delayed or conditioned).
(i) that there has been no event or circumstance since Since December 31, 2016 that 2017 there has had not been a Material Adverse Effect (as such term is defined in the First Amendment Transaction Agreement as in effect on April 22, 2018) and no fact, circumstance, condition, occurrence or could event exists or has occurred which has had, or would reasonably be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectEffect (as defined in the First Amendment Transaction Agreement as in effect on April 22, 2018).
(j) The Equity Contribution (as defined in the Commitment Letter) shall have been made, or substantially simultaneously with the initial borrowings under the 2018 Incremental Term Loans, shall be made, in at least the amount set forth in Exhibit A to the Commitment Letter.
(k) The Collateral and Guarantee Requirement shall have been satisfied with respect to the Borrower and each other Loan Party on the First Amendment Effective Date; provided that if, notwithstanding the use by the Borrower of commercially reasonable efforts to cause the Collateral and Guarantee Requirement to be satisfied on the First Amendment Effective Date, the requirements thereof (other than (a) execution by the Borrower and each other Loan Party of joinders to the Guaranty, Security Agreement Supplements, Intellectual Property Security Agreements, supplements to the First Lien Intercreditor Agreement and other security agreements and documents (if any) required by the Collateral Documents or, as reasonably requested by and in form already specified or otherwise reasonably satisfactory to the Collateral Agent or the Successor Administrative Agent, (b) creation of and perfection of security interests in the certificated Equity Interests of the Borrower and its Subsidiaries to the extent received from the Company so long as the Buyer used commercially reasonable efforts to obtain such certificates on the First Amendment Effective Date and (Cc) delivery of Uniform Commercial Code and PPSA financing statements with respect to perfection of security interests in other assets of the current PAA Debt Ratings; and
Borrower and the other Loan Parties that may be perfected by the filing of a financing statement under the Uniform Commercial Code or the PPSA, as applicable) are not satisfied as of the First Amendment Effective Date, the satisfaction of such requirements shall not be a condition to the availability of the initial 2018 Incremental Term Loans on the First Amendment Effective Date (vibut shall be required to be satisfied as promptly as practicable after the First Amendment Effective Date and in any event within five (5) days of the First Amendment Effective Date or such other assurances, certificates, documents, consents or opinions later date as the Successor Administrative Agent may reasonably requireagree).
(bl) The Refinancing (as defined in the Commitment Letter) shall be consummated (the “First Amendment Refinancing”) substantially simultaneously with the incurrence of the initial 2018 Incremental Term Loans and the consummation of the First Amendment Transaction.
(m) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each Initial Term Loans owing to Existing Lenders as of the First Amendment Effective Date, together with all accrued and unpaid interest thereon and all other Loan Documents to which it is a party amounts payable under the Existing Credit Agreement for the account of the Existing Lenders shall have been obtained and paid (or shall be in full force paid substantially simultaneously with the closing hereunder) and effectthe Successor Administrative Agent shall have received evidence reasonably satisfactory to it of the foregoing.
(cn) There The Successor Administrative Agent shall not have occurred during received a Loan Notice in respect of the period from December 312018 Incremental Term Loans to be made on the First Amendment Effective Date and in respect of the Initial Term Loans to be rolled on the First Amendment Effective Date in accordance with the requirements of the Amended Credit Agreement.
(o) The Successor Administrative Agent shall have received a solvency certificate dated the First Incremental Effective Date and after giving effect to the First Amendment Transaction, 2016 through substantially in the form of Annex I to Exhibit E of the Commitment Letter (adjusted to reference the solvency of the Borrower and including its Subsidiaries), of the Borrower’s chief financial officer.
(p) On and as of the First Amendment Effective Date (i) any event or condition the First Amendment Specified Representations shall be true and correct in all material respects (except for representations and warranties that has had or could reasonably are already qualified by materiality, which representations and warranties shall be expected, either individually or in the aggregate, true and correct after giving effect to have a Material Adverse Effect, or such materiality qualifier) and (ii) any actionthe Specified Acquisition Agreement Representations (as defined below) shall be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, suit, investigation, proceeding, claim or dispute pending or, which representations and warranties shall be true and correct in all respects after giving effect to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectsuch materiality qualifier).
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(ai) The the Administrative Agent’s receipt Agent shall have received a counterpart signature page of this Amendment duly executed by each of the followingBorrower, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specifiedGuarantor, each properly Refinancing Term Lender, each Refinancing Revolving Lender and other Lenders (together with the Refinancing Term Lenders and Refinancing Revolving Lenders) sufficient to constitute, collectively, the Requisite Lenders;
(ii) the Administrative Agent and Lenders and their respective counsel shall have received an original executed by a Responsible Officer copy of the signing Loan Partyfavorable written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, if applicablecounsel for the Credit Parties, each dated the Amendment Effective Date (or, in the case as of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:, addressed to the Administrative Agent and the Lenders as of the Amendment Effective Date after giving effect to this Amendment (and each Credit Party hereby instructs such counsel to deliver such opinion to the Administrative Agent and such Lenders);
(iii) the Administrative Agent shall have received (i) executed counterparts a copy of this Amendmenteach Organizational Document of each Credit Party certified, sufficient in number for distribution to the extent applicable, as of a recent date by the applicable Governmental Authority, or, if reasonably acceptable to the Administrative Agent, each Lendera certification by an Authorized Officer that the applicable Organizational Documents delivered in connection with the Closing Date, each Borrower remain in full force and PAA;
effect and have not been amended, modified, revoked or rescinded since the Closing Date, as applicable, (ii) such signature and incumbency certificates of resolutions the officers or other action, incumbency certificates and/or other certificates of Responsible Officers directors of each Loan Credit Party as executing this Amendment, substantially in the Administrative Agent may reasonably require evidencing form of the identityclosing certificates delivered on the Closing Date, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents resolutions of the Board of Directors or similar governing body of each Credit Party approving and, to the extent required in any jurisdiction, resolutions of the meeting of shareholders of a Credit Party, in each case authorizing the execution, delivery and certifications performance of this Amendment, certified as of the Administrative Agent may reasonably require to evidence that each Loan Party Amendment Effective Date by a director, its secretary, an assistant secretary as being in full force and General Partner is duly organized effect without modification or formed, amendment and that each Borrower is validly existing and in (iv) a good standing certificate (to the extent such concept is applicable in its the relevant jurisdiction) from the applicable Governmental Authority of each Credit Party’s jurisdiction of organizationincorporation, issued by the appropriate authorities of such jurisdictionorganization or formation;
(iv) favorable opinions the representations and warranties of the Credit Parties set forth in Section 4 hereof shall be true and correct in all material respects as of the Amendment Effective Date (Aexcept to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects on and as of such earlier date), and the Administrative Agent shall have received a certificate, dated as of the Amendment Effective Date of the Borrower, confirming the accuracy thereof, which shall be in form and substance reasonably satisfactory to Administrative Agent;
(v) the Borrower shall have paid all fees and other amounts due and payable to GS Bank, ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇Securities LLC (“JPMS”), Esq.Citigroup Global Markets Inc. (“CGMI”), General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“MLPFS”) as joint lead arrangers, special Canadian counsel to PMCULCbookrunners and co-syndication agent (in such capacities, addressed to the “Lead Arrangers”), Fifth Third Bank as documentation agent and the Administrative Agent in connection with this Amendment, including reimbursement or payment of reasonable costs and expenses actually incurred by the Lead Arrangers or the Administrative Agent in connection with this Amendment, including the reasonable fees, expenses and disbursements of counsel for the Lead Arrangers and the Administrative Agent, in each Lendercase, to the extent that Borrower has received a reasonably detailed invoice for such costs and expenses prior to the Amendment Effective Date;
(vvi) a certificate signed by a Responsible Officer concurrently with the making of the Company certifying Refinancing Tranche A Term Loans and making the Refinancing Revolving Commitments available hereunder, (Aa) that the conditions specified in Section 4.02(a), entire aggregate principal amount of the Existing Tranche A Term Loans and (b) all accrued interest, fees and other amounts (d) including any amounts due pursuant to Section 2.18 of the Credit Agreement Agreement) accrued prior to the Amendment Effective Date in connection therewith and in connection with the Existing Revolving Commitments shall have been satisfied paid (and or, in the case of said Section 4.02(d)principal, if no Request for Credit Extension is made on the Amendment Effective Date, then determined deemed paid pursuant to this Amendment) in full and all Interest Periods in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has thereof shall have been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratingsterminated; and
(vivii) such other assurancesthe Borrower shall have delivered a Funding Notice with respect to the Refinancing Tranche A Term Loans, certificates, documents, consents or opinions as notice of prepayment with respect to the Administrative Agent may reasonably requireExisting Tranche A Term Loans and notice of termination with respect to the Existing Revolving Commitments.
(b) All consents, licenses and approvals required in connection with The Administrative Agent shall notify the execution, delivery and performance by each Loan Party Borrower and the validity against each Loan Party Lenders of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date and such notice shall be conclusive and binding. Notwithstanding the foregoing, the Amendment Effective Date shall not occur if each of the conditions set forth or referred to in this Section 5 has not been satisfied or waived in accordance with Section 10.05 of the Credit Agreement at or prior to 5:00 p.m., New York City time, on ▇▇▇▇▇ ▇▇, ▇▇▇▇ (i) ▇▇ being understood that any event such failure of the Amendment Effective Date to occur by such date will not affect any rights or condition that has had or could reasonably be expected, either individually or in obligations of any Person under the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectexisting Credit Agreement).
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Third Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Third Amendment Revolving Lenders):
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received a counterpart signature page of this Amendment duly executed by the followingParent Borrower, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statementsParty party hereto, the date or period of such financial statements) Administrative Agent and each Third Amendment Revolving Lender (in form and substance reasonably satisfactory to each case including by way of Electronic Signatures (as defined below));
(b) the Administrative Agent:
Agent (or its counsel) shall have received a customary opinion from (i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) N▇▇▇▇▇▇, Arsht & T▇▇▇ ▇▇▇▇▇ LLP, in its capacity as special Canadian Delaware counsel to PMCULCthe Loan Parties, in each case, dated as of the Third Amendment Effective Date and addressed to the Administrative Agent and each Third Amendment Revolving Lender;
(vc) the Administrative Agent (or its counsel) shall have received (i) a certificate signed of each Loan Party, dated the Third Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments, including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and (y) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in each case of clauses (x) and (y) above, a certification that true and complete copies of such documents or agreements have been previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Administrative Agent on the Third Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization;
(d) each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Third Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the transactions contemplated hereby), as if made on and as of such date, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date;
(i) all costs, fees and expenses (including, without limitation, reasonable and documented legal fees and expenses of counsel to the Administrative Agent) and other compensation required to be paid by the Parent Borrower in connection with this Amendment to the Administrative Agent and the Third Amendment Revolving Lenders shall have been paid or shall have been authorized to be deducted from the proceeds of the funding of any Revolving Loans borrowed on the Third Amendment Effective Date to the extent due and invoiced to the Parent Borrower (in the case of any such expenses, at least three Business Days prior to the Third Amendment Effective Date) and (ii) the Administrative Agent shall have received, for the account of each Existing RCF Lender, the Previously Accrued Amounts;
(f) the Administrative Agent (or its counsel) shall have received a Solvency Certificate dated as of the Third Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein;
(g) each Third Amendment Revolving Lender shall have received, at least three Business Days prior to the Third Amendment Effective Date, all documentation and other information about the Parent Borrower and the Guarantors that shall have been reasonably requested by such Third Amendment Revolving Lender in writing at least 10 Business Days prior to the Third Amendment Effective Date and that such Third Amendment Revolving Lender reasonably determines is required by United States bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the CDD Rule and (ii) to the extent the Parent Borrower qualifies as a “legal entity customer” under 31 C.F.R. § 1010.230 (the “Beneficial Ownership Regulation”), at least five days prior to the Third Amendment Effective Date, any Third Amendment Revolving Lender that has requested, in a written notice to the Parent Borrower at least 10 days prior to the Third Amendment Effective Date, a certification regarding beneficial ownership as required by the Beneficial Ownership Regulation (a “Beneficial Ownership Certification”) in relation to the Parent Borrower shall have received such Beneficial Ownership Certification;
(h) no Default or Event of Default shall have occurred and be continuing on the Third Amendment Effective Date or after giving effect to the RCF Upsize and the other transactions contemplated by this Amendment and the Amended Credit Agreement; and
(i) the Administrative Agent shall have received a certificate of a Responsible Officer of the Company Parent Borrower certifying as to the matters referred to in clauses (Ad) that and (h) of this Section 4. For purposes of determining whether the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement this Section 4 have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Datedate hereof, then determined in respect to then Outstanding Amount of Obligationsby executing this Amendment, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Third Amendment and each of the other Loan Documents to which it is a party shall have been obtained and Revolving Lenders shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, deemed to have a Material Adverse Effectconsented to, approved or accepted, or (ii) any actionto be satisfied with, suit, investigation, proceeding, claim each document or dispute pending or, other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the knowledge of PAAAdministrative Agent or the Third Amendment Revolving Lenders, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in as the aggregate, could reasonably be expected to have a Material Adverse Effectcase may be.
Appears in 1 contract
Amendment Effective Date. This Refinancing and Incremental Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent’s receipt Agent shall have received (i) a counterpart signature page of this Refinancing and Incremental Amendment duly executed by each of the followingBorrower and the Administrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Tranche B-6 Term Lender.
(b) The conditions set forth in Sections 4.03(a) and (b) of which the Credit Agreement shall be originalssatisfied on and as of the Amendment Effective Date, telecopies or other electronic copies and the Administrative Agent shall have received a certificate (followed promptly by originals) unless otherwise specifiedin form and substance reasonably acceptable to the Administrative Agent), each properly executed dated as of the Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyBorrower, if applicable, each dated to such effect.
(c) The representations and warranties set forth in Section 4(c) of this Refinancing and Incremental Amendment shall be true and correct in all respects on and as of the Amendment Effective Date Date, and the Administrative Agent shall have received a certificate (orin form and substance reasonably acceptable to the Administrative Agent), in the case dated as of certificates of governmental officials, a recent date before the Amendment Effective Date and signed by a Financial Officer of the Borrower, certifying as to such representations and warranties, together with reasonably detailed calculations demonstrating compliance with clauses (ii) and (iii) of such Section 4(c).
(d) The Administrative Agent shall have received the favorable legal opinions of (i) Freshfields Bruckhaus ▇▇▇▇▇▇▇▇ US LLP, New York counsel to the Loan Parties, and (ii) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., general counsel of the Borrower, in each case addressed to the case of financial statementsLenders, the date or period of such financial statements) Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent:. The Borrower hereby requests such counsel to deliver such opinions.
(ie) executed counterparts The Administrative Agent shall have received a Borrowing Request in respect of this Amendmentthe New Tranche B-6 Term Loans, sufficient which shall be in number for distribution to compliance with the Administrative Agent, each Lender, each Borrower and PAA;notice requirements set forth in Section 2.03 of the Credit Agreement as amended hereby.
(iif) The Administrative Agent shall have received such documents and certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent or its counsel may reasonably require evidencing request relating to the identityorganization, authority existence and capacity good standing of each Responsible Officer thereof authorized Loan Party, the authorization of execution, delivery and performance of this Refinancing and Incremental Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to act as a Responsible Officer the Wireline Companies or the Loan Documents, all in connection with this Amendment form and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may substance reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed satisfactory to the Administrative Agent and each Lender;its counsel.
(vg) Each Loan Party not a certificate signed party hereto shall have entered into a reaffirmation agreement in form and substance reasonably satisfactory to the Administrative Agent.
(h) The Borrower shall have paid all fees and amounts due and payable pursuant to this Refinancing and Incremental Amendment and/or any letter agreements or fee letters by a Responsible Officer and between the Borrower and the Lead Arranger (collectively, “Engagement Letter”), including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this Refinancing and Incremental Amendment and any other out-of-pocket expenses of the Company certifying (A) that Administrative Agent and the conditions specified in Section 4.02(a), (b) and (d) of Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Tranche B-6 Lenders may net the fees and expenses described in this paragraph from the proceeds of the Additional New Tranche B-6 Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the Borrower.
(i) The New Tranche B-6 Term Lenders shall have been satisfied (and in the case of said Section 4.02(d)received, if no Request for Credit Extension is made on later than three Business Days prior to the Amendment Effective Date, then determined all documentation and other information about the Borrower and the Guarantors as has been reasonably requested by the Administrative Agent or any New Tranche B-6 Term Lender that such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, that has been reasonably requested at least five Business Days in respect to then Outstanding Amount advance of Obligations, if any, the Amendment Effective Date.
(j) The prepayment of each Borrower), (A) the Existing Tranche B-6 Term Loans of the Non-Continuing Tranche B-6 Lenders and (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each Non-Allocated Term Loans of the other Loan Documents to which it is a party Continuing Tranche B-6 Lenders, in each case, shall have been obtained and consummated or, substantially concurrently with the incurrence (or continuation) of the New Tranche B-6 Term Loans, shall be in full force consummated. The Administrative Agent shall notify the Borrower and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including New Tranche B-6 Term Lenders of the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Refinancing and Incremental Amendment (Windstream Services, LLC)
Amendment Effective Date. This The Amendment Effective Date shall become effective as be the date on which all of the date first written above conditions set forth below have been satisfied (or waived by the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:Required Lenders):
(a1) The Administrative Agent’s receipt of the following, each of which Agent shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed have received counterparts of this Amendment, sufficient in number for distribution to executed by the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably requireRequired Lenders.
(b2) All consentsThe Administrative Agent shall have received resolutions of the board of directors of the Borrower, licenses and approvals required in connection with certified by its Secretary or Assistant Secretary, which authorize the execution, delivery and performance by the Borrower of this Amendment.
(3) The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower stating that (i) each Loan Party of SenCom and Sakon is primarily engaged in a similar line of business as the validity against each Loan Party Borrower, Titan Wireless, Inc. or Titan Systems Corporation as of the Closing Date; (ii) all or substantially all of the assets owned by SenCom are located in the United States and SenCom is organized under the laws of the United States or a state thereof or the District of Columbia; and (iii) immediately before and after giving effect to this Amendment and each the Acquisitions, no Default shall have occurred and be continuing or would result therefrom (including under Section 8.1 of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effectCredit Agreement).
(c4) There The Administrative Agent shall not have occurred during received a Compliance Certificate for the period from December 31of four full Fiscal Quarters immediately preceding the Acquisitions (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1 of the Credit Agreement) giving PRO FORMA effect in accordance with the Credit Agreement to the consummation of the Acquisitions and evidencing compliance with the covenants set forth in Section 8.4 of the Credit Agreement.
(5) The Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower certifying as to a true and complete copy of each purchase agreement, 2016 through and including (to the extent available) all other documents and instruments delivered in connection with the consummation of the Acquisitions and that are required to be delivered pursuant to the terms of the relevant purchase agreement and the Administrative Agent shall be satisfied with all such agreements, documents and instruments and all amendments, waivers or other modifications of, or other forebearance to exercise any rights with respect to, any of the terms or provisions of such purchase agreements, documents and instruments and the exhibits and schedules thereto. To the exent that certain documents and instruments that are required to be delivered pursuant to the terms of the relevant purchase agreement are not available on the Amendment Effective Date (i) any event or condition that has had or could reasonably be expectedDate, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, Borrower shall provide such documents and instruments to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAdministrative Agent as soon as they become available.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:):
(i) executed counterparts the Administrative Agent shall have received counterparty signature pages of this Amendment, sufficient in number for distribution to Amendment from each of the Administrative AgentBorrower, each LenderGuarantor, each Borrower 2025 Refinancing Term Lender and PAAeach 2025 Refinancing Revolving Credit Lender;
(ii) such the Administrative Agent shall have received (A) copies of each Organizational Document of each Loan Party, as applicable, and, to the extent applicable, certified as of the Amendment Effective Date or a recent date prior thereto by the appropriate Governmental Authority; (B) signature and incumbency certificates of the officers of such Persons executing the Loan Documents on behalf of each Loan Party; (C) copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Board of Directors of each Loan Party as approving and authorizing the Administrative Agent may reasonably require evidencing the identityexecution, authority delivery and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to this § 3.1 the U.K. Borrower and, with respect to which any other Loan Party, to the extent applicable and available in such Loan Party is Party’s jurisdiction of organization, a partygood standing certificate from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions shall have received a customary opinion of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.Arps, General Counsel for Borrowers and PAASlate, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, special Canadian United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to PMCULCcapacity of the Designated Borrower and UK Borrower to enter this Amendment, addressed to dated as of the Amendment Effective Date.
(iv) the Administrative Agent and each Lender;
(v) shall have received a certificate signed by a Responsible Officer of the Company certifying (Aa) that the conditions specified in Section 4.02(a), (bSections 5(b) and (dc) of the Credit Agreement have been satisfied and (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (Bb) that there has been no event or circumstance since December 31September 28, 2016 2024 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect;
(v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (Cb) all accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full;
(vi) Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the current PAA Debt RatingsRevolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full;
(vii) Any fees required to be paid pursuant to the Fee Letter on or before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent on the Amendment Effective Date;
(viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement;
(ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date);
(x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and
(vixi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably requireconditions shall be deemed to be satisfied).
(b) All consentsWithout limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, licenses and approvals required in connection for purposes of determining compliance with the executionconditions specified in Section 6(a) hereof, delivery each 2025 Refinancing Term Lender and performance by each Loan Party and the validity against each Loan Party of 2025 Refinancing Revolving Credit Lender that has signed this Amendment and shall be deemed to have consented to, approved or accepted or to be satisfied with, each of document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the other Loan Documents to which it is a party Administrative Agent shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the period from December 31case may be, 2016 through and including prior to the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of specifying its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectobjection thereto.
Appears in 1 contract
Sources: Refinancing Amendment No. 4 and Amendment to Pledge and Security Agreement (Hologic Inc)
Amendment Effective Date. This Amendment and the Amended Credit Agreement shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Sixth Amendment Term Lenders and the Consenting Revolving Lenders):
(a) The the Administrative Agent (or its counsel) shall have received (i)(x) a counterpart signature page of this Amendment duly executed by the Parent Borrower, each other Loan Party party hereto, each Additional Replacement Term Lender, each Sixth Amendment Incremental Term Lender and the Administrative Agent’s receipt , (y) each applicable Lender Addendum, executed and delivered by each Consenting Term Lender and (z) a counterpart signature page of this Amendment duly executed by each of the followingConsenting Revolving Lenders (which collectively constitute 100% of the Revolving Lenders, each of which shall be originals, telecopies or other electronic copies Issuing Lenders and Swingline Lenders under the Existing Credit Agreement) and (followed promptly by originalsii) unless otherwise specified, each properly a borrowing notice duly executed by a Responsible Officer of the signing Parent Borrower with respect to the Sixth Amendment Term Loans setting forth the Parent Borrower’s request to have the Sixth Amendment Term Loans be subject to the same Interest Periods and the same Term SOFR Reference Rate applicable to the Term SOFR Loan PartyExisting Term Loans;
(b) the Administrative Agent (or its counsel) shall have received a customary opinion from (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, if applicablein its capacity as special New York counsel to the Loan Parties and (ii) M▇▇▇▇▇, N▇▇▇▇▇▇, Arsht & T▇▇▇▇▇▇ LLP, in its capacity as special Delaware counsel to the Loan Parties, in each case, dated as of the Amendment Effective Date and addressed to the Administrative Agent, each Sixth Amendment Term Lender and each Revolving Lender;
(c) substantially concurrently with the making of the Sixth Amendment Replacement Term Loans, the Existing Term Loans (together with any accrued but unpaid interest thereon to, but not including, the Amendment Effective Date, and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in full with the proceeds of the Sixth Amendment Replacement Term Loans (or, in the case of certificates the Cashless Rollover as contemplated by Section 1.7 of governmental officialsthe Existing Credit Agreement, converted and continued) and, if necessary, cash on hand of the Parent Borrower (collectively, the “Refinancing”);
(d) the Administrative Agent (or its counsel) shall have received (i) a certificate of each Loan Party, dated the Amendment Effective Date, substantially in the form of Exhibit C to the Existing Credit Agreement, with appropriate insertions and attachments, including without limitation (x) the certificate of incorporation (or equivalent) of each Loan Party certified by the relevant authority of the jurisdiction of organization of such Loan Party and (y) a true and complete copy of its by-laws or operating, management, partnership or similar agreement (or, in each case of clauses (x) and (y) above, a recent date before certification that true and complete copies of such documents or agreements have been previously attached to a certificate delivered to the Administrative Agent under the Existing Credit Agreement and that such documents or agreements have not been amended except as otherwise attached to such certificate delivered to the Administrative Agent on the Amendment Effective Date and certified therein as being the only amendments thereto as of such date), and (ii) a good standing certificate as of a recent date for each Loan Party from its relevant authority of its jurisdiction of organization;
(e) each of the representations and warranties made by any Loan Party in the case Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of financial statementsthe Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the date or period transactions contemplated hereby, as if made on and as of such financial statementsdate, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date;
(i) to the extent invoiced to the Parent Borrower at least three Business Days prior to the Amendment Effective Date, all costs and each in form expenses (including, without limitation, reasonable and substance reasonably satisfactory documented legal fees and expenses of counsel to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution required to be paid by the Parent Borrower to the Administrative Agent, each Lender, each Borrower Agent and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Sixth Amendment Lead Arrangers in connection with this Amendment and (ii) all fees required to be paid by the other Loan Documents delivered pursuant Parent Borrower to the Sixth Amendment Lead Arrangers and the Sixth Amendment Term Lenders in connection with this § 3.1 Amendment, in each case of (i) and (ii), shall have been paid or shall have been authorized to which such Loan Party is a partybe deducted from the proceeds of the funding under the Sixth Amendment Term Loans;
(iiig) such documents the Sixth Amendment Lead Left Arranger shall have received, at least three Business Days prior to the Amendment Effective Date, (i) all documentation and certifications as other information about the Administrative Agent may Parent Borrower and the Subsidiary Guarantors that shall have been reasonably require requested by any Sixth Amendment Term Lender or any Consenting Revolving Lender in writing at least 10 Business Days prior to evidence that each Loan Party and General Partner is duly organized or formed, the Amendment Effective Date and that each Borrower such Sixth Amendment Term Lender or such Consenting Revolving Lender reasonably determines is validly existing required by United States bank regulatory authorities under applicable “know-your-customer” and in good standing in its jurisdiction of organizationanti-money laundering rules and regulations, issued by including the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers PATRIOT Act and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, the CDD Rule and (Cii) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed the extent the Parent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation and any Sixth Amendment Term Lender or any Consenting Revolving Lender has requested such certification in a written notice to the Administrative Agent and each Lenderthe Parent Borrower at least 10 Business Days prior to the Amendment Effective Date, a Beneficial Ownership Certification regarding beneficial ownership as required by the Beneficial Ownership Regulation;
(vh) the Administrative Agent (or its counsel) shall have received a Solvency Certificate (as defined in the Existing Credit Agreement) dated as of the Amendment Effective Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Parent Borrower certifying as to the matters set forth therein;
(i) no Default or Event of Default shall have occurred and be continuing on the Amendment Effective Date both immediately before and immediately after giving effect to the Transactions contemplated by this Amendment and the Amended Credit Agreement; and
(j) the Administrative Agent shall have received a certificate signed by of a Responsible Officer of the Company Parent Borrower certifying as to the matters referred to in clauses (Ae) that and (i) of this Section 5. For purposes of determining whether the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement this Section 5 have been satisfied on the date hereof, by the funding of the Sixth Amendment Term Loans and/or executing this Amendment (including any Lender Addendum), as applicable, the Administrative Agent, the Sixth Amendment Term Lenders and in Revolving Lenders shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent, the Sixth Amendment Term Lenders and/or the Consenting Lenders, as the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably requirebe.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) [Intentionally omitted]
(b) The Administrative Agent’s receipt of Agent shall have received favorable written opinions (addressed to the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Administrative Agent and the signing Loan Party, if applicable, each Lenders and dated the Amendment Effective Date Date) of (ora) the general counsel of the Borrower and (b) A▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, in covering such other matters relating to the case of certificates of governmental officialsBorrower, a recent date before this Agreement or the Amendment Effective Date Transactions as the Lenders shall reasonably request and in the case of financial statements, the date or period of such financial statements) and each otherwise in form and substance reasonably satisfactory to the Administrative Agent:.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) [Intentionally omitted].
(f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) [Intentionally omitted].
(h) [Intentionally omitted].
(i) executed counterparts The Lenders shall have received a detailed business plan of this AmendmentHealthSouth and its subsidiaries for the fiscal years 2011 through 2015 (including, sufficient without limitation, quarterly projections for the first four fiscal quarters ending after the Effective Date).
(j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in number for distribution order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations.
(k) On the Amendment Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in form and substance satisfactory to the Administrative Agent, each Lender, each Borrower dated as of the Amendment Effective Date and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent. The Administrative Agent shall notify the Borrower and each Lender;
(v) a certificate signed by a Responsible Officer the Lenders of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and notice shall be in full force conclusive and effectbinding.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Administrative Agent):
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity (or its counsel) shall have received a counterpart signature page of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment duly executed by Holdings and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formedBorrower, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each 2024 Incremental Term Loan Lender;
(vb) the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party, in substantially the Company form delivered on the Closing Date, (i) certifying (A) that the conditions specified in Section 4.02(a)articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (bii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 5;
(c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the 2024 Incremental Term Loan Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors and (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors;
(d) the Administrative Agent (or its counsel) shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to the Loan Parties certified as of a recent date by the appropriate Governmental Authority of the state of formation;
(e) the Administrative Agent (or its counsel) shall have received all documentation and other information, at least two Business Days prior to the Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Amendment Effective Date);
(f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 7 hereof) or the Amendment No. 12 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been satisfied (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date);
(g) the Administrative Agent shall have received a Borrowing Request in respect of the 2024 Incremental Term Loans to be made on the Amendment Effective Date in accordance with the requirements of the Existing Credit Agreement;
(h) the representations and warranties set forth in Article 3 of the case Amended Credit Agreement shall be true and correct in all material respects on and as of said Section 4.02(d), if no Request for Credit Extension is the Amendment Effective Date with the same effect as though such representations and warranties had been made on the Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, then determined it shall be true and correct in respect to then Outstanding Amount all material respects as of Obligations, if any, of each Borrower), (B) that there has been no event such date or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratingsfor such period; and
(vii) such other assurancesno Event of Default under Section 7.01(a), certificates(f) or (g) of the Amended Credit Agreement shall exist immediately prior to or immediately after giving effect to the effectiveness of this Amendment. By executing this Amendment, documents, consents or opinions as the 2024 Incremental Term Loan Lenders and the Administrative Agent may reasonably require.
(b) All consentsshall be deemed to have consented to, licenses approved or accepted, or be satisfied with, or have waived, all conditions hereto and approvals required in connection with to the executionAmendment Effective Date. The Administrative Agent shall post a notice of effectiveness and occurrence of the Amendment Effective Date, delivery and performance by each Loan Party which shall be conclusive. The Administrative Agent and the validity against each 2024 Incremental Term Loan Party of this Amendment Lenders acknowledge and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including agree that the Amendment Effective Date (i) any event or condition that has had or could reasonably be expectedis December 17, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect2024.
Appears in 1 contract
Sources: First Lien Credit Agreement (Lucky Strike Entertainment Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Administrative Agent):
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received a counterpart signature page of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly this Amendment duly executed by a Responsible Officer of Holdings, the signing Borrower and each other Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lenderthe Issuing Bank, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇No. 15 L▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, the other existing Lenders party hereto (Bwho constitute the Required Lenders);
(b) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(vor its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party referred to in clause (a), in substantially the Company form delivered on the Closing Date, (i) certifying (A) that the conditions specified in Section 4.02(a)articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (x) has not been amended since the prior date of delivery or (y) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (bii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of such Loan Party as of the Amendment Effective Date to be true and correct and in force and effect as of such date, (iii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;
(c) the Administrative Agent (or its counsel) shall have received, on behalf of itself and the Amendment No. 15 Lenders on the Amendment Effective Date, a customary written opinion of (i) D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, in its capacity as special New York counsel for Holdings, the Borrower and certain of the Subsidiary Guarantors, (ii) Morris, Nichols, Arsht & T▇▇▇▇▇▇ LLP in its capacity as special Delaware counsel for Holdings, the Borrower and the Subsidiary Guarantors and (iii) M▇▇▇▇▇▇ W▇▇▇▇ LLP in its capacity as special Virginia counsel for certain of the Subsidiary Guarantors;
(d) the Administrative Agent (or its counsel) shall have received a certificate of good standing (to the extent such concept exists in the relevant jurisdiction) with respect to the Loan Parties referred to in clause (a) above, certified as of a recent date by the appropriate Governmental Authority of the state of formation;
(e) the Administrative Agent (or its counsel) shall have received all documentation and other information, at least two Business Days prior to the Amendment Effective Date, required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act (in each case to the extent so requested no less than ten Business Days prior to the Amendment Effective Date);
(f) all fees and expenses required to be paid by (or on behalf of) the Borrower to the Administrative Agent (including pursuant to Section 9.03 of the Existing Credit Agreement and pursuant to Section 8 hereof) or the Amendment No. 15 Lead Arrangers pursuant to any engagement letter or fee letter with the Borrower on or before the Amendment Effective Date shall have been satisfied (or shall substantially contemporaneously be) paid in full in cash (to the extent invoiced at least three Business Days prior to the Amendment Effective Date);
(g) the Administrative Agent shall have received (x) a notice of prepayment of the Existing Loans and (y) a Borrowing Request in respect of the case Amendment No. 15 Term Loans to be made on the Amendment Effective Date in accordance with the requirements of said Section 4.02(d), if no Request for the Existing Credit Extension is Agreement;
(h) the representations and warranties set forth in Article 3 of the Amended Credit Agreement shall be true and correct in all material respects on and as of the Amendment Effective Date with the same effect as though such representations and warranties had been made on the Amendment Effective Date; provided that to the extent that any representation and warranty specifically refers to a given date or period, then determined it shall be true and correct in respect to then Outstanding Amount all material respects as of Obligations, if any, of each Borrower), (B) that there has been no event such date or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratingsfor such period; and
(vii) such other assurancesno Event of Default under Section 7.01(a), certificates(f) or (g) of the Amended Credit Agreement shall exist immediately prior to or after giving effect to the effectiveness of this Amendment. By executing this Amendment, documentsthe Amendment No. 15 Lenders, consents or opinions as any existing Lenders party hereto and the Administrative Agent may reasonably require.
(b) All consentsshall be deemed to have consented to, licenses approved or accepted, or be satisfied with, or have waived, all conditions hereto and approvals required in connection with to the execution, delivery Amendment Effective Date. The Administrative Agent shall post a notice of effectiveness and performance by each Loan Party and the validity against each Loan Party of this Amendment and each occurrence of the other Loan Documents to Amendment Effective Date, which it is a party shall have been obtained and shall be in full force conclusive. The Administrative Agent, the Amendment No. 15 Lenders and effect.
(c) There shall not have occurred during the period from December 31, 2016 through any existing Lenders party hereto acknowledge and including agree that the Amendment Effective Date (i) any event or condition that has had or could reasonably be expectedis September 22, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect2025.
Appears in 1 contract
Sources: First Lien Credit Agreement (Lucky Strike Entertainment Corp)
Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent’s receipt Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the followingLoan Parties and the Administrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each 2018 Term B Lender and by the Required Lenders (as determined after giving effect to the 2018 Term Loan B Loans and the refinancing of which the Existing Term B Loans contemplated hereby).
(b) The representations and warranties set forth in Section 4 of this Refinancing Amendment shall be originalstrue and correct in all respects on and as of the Amendment Effective Date, telecopies or other electronic copies and the Administrative Agent shall have received a certificate (followed promptly by originals) unless otherwise specifiedin form and substance reasonably acceptable to the Administrative Agent), each properly executed dated as of the Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyLead Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date certifying as to such representations and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:warranties.
(ic) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Administrative Agent may reasonably require evidencing the identity, authority and capacity shall have received an opinion from each of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian U.S. counsel to PMCULCthe Loan Parties and in-house corporate counsel of Parent, addressed in each case, in form and substance reasonably satisfactory to the Administrative Agent and each Lender;Agent.
(vd) The Administrative Agent shall have received a Committed Loan Notice in respect of the 2018 Term B Loans.
(e) The Administrative Agent shall have received a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement.
(f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (A) that Lead Borrower designating the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and2018 Term B Loans as Refinancing Term Loans.
(vig) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions documents and certificates as the Administrative Agent or its counsel may reasonably require.
(b) All consentsrequest relating to the organization, licenses existence and approvals required in connection with good standing of each Loan Party, the authorization of execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment Refinancing Amendment, the performance of the Credit Agreement and each of other applicable Loan Document, all in form and substance reasonably satisfactory to the other Loan Documents to which it is a party shall have been obtained Administrative Agent and shall be in full force and effectits counsel.
(ch) There The Borrowers shall not have occurred during paid all fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the period from December 31Borrowers and the Lead Arrangers (collectively, 2016 through “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of documented and including reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arrangers required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters.
(i) The Administrative Agent and the Lead Arrangers shall have received at least one (1) Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (i3) any event or condition Business Days prior to the Amendment Effective Date by the Administrative Agent and the Lead Arrangers that has had or could they reasonably be expecteddetermine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, either individually or including without limitation the USA PATRIOT Act.
(j) The prepayment of (A) the Existing Term B Loans of the Non-Continuing Term B Lenders and (B) the Non-Allocated Term Loans of the Continuing Term B Lenders, in the aggregateeach case, to shall have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending been consummated or, to substantially concurrently with the knowledge incurrence (or continuation) of PAAthe 2018 Term B Loans, threatened in writing, at lawshall be consummated, in equityeach case with all accrued and unpaid interest on, in arbitration or before any Governmental Authorityand premiums and fees related to, by or against PAA or any the Existing Term B Loans to, but not including, the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the 2018 Term B Lenders of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably Amendment Effective Date and such notice shall be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Fifth Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The the Administrative Agent’s receipt Agent (or its counsel) shall have received a counterpart signature page of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly this Amendment duly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Parent Borrower and PAA(ii) the Consenting Lenders constituting the Required Revolving Lenders (in each case, including by way of Electronic Signatures (as defined below));
(iib) such certificates each of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the Administrative Agent may reasonably require evidencing Fifth Amendment Effective Date, immediately prior to and immediately after giving effect to this Amendment and the identitytransactions contemplated hereby), authority as if made on and capacity as of each Responsible Officer thereof authorized such date, except to act the extent expressly made as a Responsible Officer of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date;
(c) all fees (including, for the avoidance of doubt, the consent fee separately agreed in writing between the Parent Borrower and the Consenting Lenders) required to be paid by the Parent Borrower in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;the Consenting Lenders shall have been paid substantially simultaneously with the Fifth Amendment Effective Date; and
(vd) a certificate signed by a Responsible Officer no Default or Event of Default shall have occurred and be continuing on the Company certifying (A) that Fifth Amendment Effective Date or after giving effect to this Amendment and the Amended Credit Agreement. For purposes of determining whether the conditions specified in Section 4.02(a)this Section 3 have been satisfied, (b) the Administrative Agent and (d) each Consenting Lender that has executed this Amendment shall be deemed to have consented to, approved or accepted, or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent or such Consenting Lender, as the case may be, as of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Fifth Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received (i) counterparts of this Agreement and the Collateral and Guarantee Agreement, in each case, executed by the Administrative Agent’s receipt , the Collateral Agent, the Required Lenders, the Borrower and the Guarantors, (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the following, each aggregate outstanding principal amount of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date Term Loans and 100% of the Revolving Commitments, and (or, in iii) the case Perfection Certificate dated as of certificates of governmental officials, a recent date before the Amendment Effective Date and in executed by the case Borrower.
(b) The Administrative Agent shall have received customary written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of financial statements(a) the general counsel of the Borrower and (b) ▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for the Loan Parties, covering such other customary matters relating to the date Borrower, this Agreement or period of such financial statements) the Transactions as the Lenders shall reasonably request and each otherwise in form and substance reasonably satisfactory to the Administrative Agent:.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Loan Parties and the authorization of the Transactions relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c).
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) [Intentionally omitted].
(f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date and to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) [Intentionally omitted].
(h) [Intentionally omitted].
(i) executed counterparts [Intentionally omitted].
(j) The Administrative Agent and each Lender shall have received at least three (3) Business Days prior to the Closing Date (or such shorter period as the Administrative Agent may agree) (i) all such documentation and other information as shall have been reasonably requested by it in order to enable it to comply with the requirements of this Amendmentthe USA Patriot Act and any other “know your customer” or similar laws or regulations and (ii) a Beneficial Ownership Certification.
(k) On the Amendment Effective Date, sufficient (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower in number for distribution form and substance satisfactory to the Administrative Agent, each Lender, each Borrower dated as of the Amendment Effective Date and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent.
(l) [Intentionally omitted].
(m) [Intentionally omitted].
(n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and each Lender;
(v) a certificate signed by a Responsible Officer the Lenders of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and notice shall be in full force conclusive and effectbinding.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as The effectiveness of this Agreement on the date first written above (the “Amendment Effective Date”), upon Date is subject to the satisfaction (or waiver in accordance with Section 8.02) of the following conditions precedent:
(a) The Administrative Agent’s receipt Lender (or its counsel) shall have received from each Borrower Party and the Security Trustee executed counterparts of this Agreement.
(b) The Lender shall have received from each Borrower Party, the Security Trustees and the FRBNY executed counterparts of the followingMortgage and all supplements thereto in a form sufficient to file with the FAA, each of which shall be originals, telecopies the International Registry and any other Governmental Authority where filing or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer registration of the signing Loan PartyMortgage and any supplements thereto is required under Requirements of Law of the United States to perfect the Security Trustee’s security interest in, if applicableand Lien on, the Pool Aircraft and all other Aircraft Assets (as determined by the Required Persons in their sole discretion).
(c) The Lender shall have received a favorable written opinion (addressed to each Lender Party and the FRBNY and dated the Amendment Effective Date (or, in the case Date) of certificates each of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇ Chance US LLP with respect to New York law, in-house counsel to the Parent Borrower with respect to California law and other matters, and A&L Goodbody with respect to Irish law, White & Case LLP with respect to French law and Zul ▇▇ ▇▇▇▇▇▇ LLP& partners with respect to Malaysian law, each counsel for the Borrower Parties, substantially in the form of Exhibit ▇-▇▇, ▇-▇▇, ▇-▇▇, ▇-▇▇ and G-1E (as applicable) hereto as to such matters as any Lender Party or the FRBNY may request, including non-contravention of any indenture, agreement, mortgage, deed of trust or other instrument to which any Borrower Party is a party or by which it is bound or any of its properties are subject (including, but not limited to, any Lease), and (ii) Daugherty, Fowler, Peregrin, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, A Professional Corporation, special Canadian FAA counsel to PMCULCthe Borrower Parties, addressed to substantially in the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer form of the Company certifying (A) that the conditions specified in Section 4.02(a)Exhibit G-2, (b) and (d) of the Credit Agreement have been satisfied (and and, in the case of said Section 4.02(deach opinion required by this subsection, covering such other matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated thereby as any Lender Party or the FRBNY shall reasonably request. The Borrower Parties requests such counsel to deliver such opinions.
(d) The Lender shall have received a Deposit Account Control Agreement with respect to each Collection Account, in each case duly executed and delivered by the applicable Borrower Party, the Security Trustee and the applicable depositary bank.
(e) The Security Trustee shall have received UCC Financing Statements from each Borrower Party, naming such Borrower Party as debtor, naming the Security Trustee (for the benefit of the Secured Parties) as secured party and describing the applicable Collateral (such UCC Financing Statements to be satisfactory to the Security Trustee).
(f) The Lender shall have received such documents and certificates as the Required Persons or their respective counsel may reasonably request relating to the organization, existence and, if applicable, good standing of the Borrower Parties, the authorization of the transactions contemplated by the Loan Documents and any other legal matters relating to the Borrower Parties, the Loan Documents, the Collateral or the transactions contemplated hereby or thereby, all in form and substance satisfactory to the FRBNY and their counsel.
(g) The Lender shall have received a certificate, dated the Amendment Effective Date and signed by the President, a Vice President or a Financial Officer of the Parent Borrower, confirming compliance with the conditions set forth in clauses (m) and (n) of this Section 4.01.
(h) The Borrowers shall have paid all fees and other amounts due and payable to the Lender Parties and the FRBNY on or before the Amendment Effective Date, including, to the extent invoiced in reasonable detail, all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower Parties under the Loan Documents.
(i) The Security Trustee and the FRBNY shall have received the results of a recent Lien, tax and judgment search in each relevant jurisdiction, including without limitation the FAA registry and the International Registry with respect to each Borrower Party and the Collateral, revealing no Request for Credit Extension Liens on any of the assets of any Borrower Party or the Collateral, other than Permitted Liens.
(j) All consents and approvals required to be obtained by the Borrower Parties from any Governmental Authority or other Person in connection with the transactions contemplated by the Loan Documents shall have been obtained, and all applicable waiting periods and appeal periods shall have expired, in each case without the imposition of any burdensome condition.
(k) The Lender shall have received evidence satisfactory to it and the FRBNY that each Borrower Party has delivered irrevocable instructions to each Applicable Obligor instructing it to pay all Collections in respect of any Lease in the future directly to a Collection Account.
(l) The Lender shall have received a certificate from the Chief Financial Officer of the Parent Borrower, in form and substance satisfactory to it and the FRBNY, with respect to the Borrower Parties, taken as a whole, corresponding to the representations in Section 3.16.
(m) The representations and warranties of the Borrower Parties contained in Article 3 of this Agreement and contained in each other Loan Document shall be true and correct on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(n) Immediately after giving effect to the Loan, no Default shall have occurred and be continuing.
(o) Each of the Required Persons shall have received three Appraisals of each Pool Aircraft in form and substance satisfactory to it. Such Appraisals shall (i) have been conducted by a Qualified Appraiser prior to the Amendment Effective Date and (ii) show that the aggregate Appraised Value of all Pool Aircraft as of the Amendment Effective Date is sufficient to cause the Loan-to-Value Ratio to be less than or equal to 50%, after giving pro forma effect to the New Loan to be made on the Amendment Effective Date, then determined in respect to then Outstanding Amount Date and the outstanding balance of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably requireLoan.
(bp) All consents, licenses and approvals required in connection with Each of the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and Required Persons shall have received evidence satisfactory to it that each of the Pool Aircraft are Owned by a Borrower as of the Amendment Effective Date.
(q) Each of the Required Persons shall have received evidence satisfactory to it that the Parent Borrower has received all waivers and/or amendments to its existing indentures, agreements, mortgage, deeds of trust and other Loan Documents instruments to which it is a party shall have been obtained and shall be in full force and effectnecessary to allow it to undertake the transactions contemplated by the Loan Documents.
(cr) There The Lender Parties and the FRBNY shall have received from each Borrower Party such supplements to the Mortgage, charges, consents, control agreements, Irish Mortgages, UCC Financing Statements and amendments and other similar instruments, agreements, certificates, documents and opinions of counsel as the Lender Parties or the FRBNY may reasonably request, together with evidence to their satisfaction that all necessary actions have been taken, in order to grant (i) the First Lien Security Trustee, for the benefit of the FRBNY, a first-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the First Lien Secured Obligations (as defined in the Mortgage), (ii) the Third Lien Security Trustee, for the benefit of the FRBNY, a third-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Third Lien Secured Obligations (as defined in the Mortgage) and (iii) the Fourth Lien Security Trustee, for the benefit of the FRBNY, a fourth-priority security interest in, and Lien on, the Collateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft), which shall secure the Fourth Lien Secured Obligations (as defined in the Mortgage) provided that only the Express Perfection Requirements shall be required to be satisfied; provided, further, that, for the purposes of this clause (r), Required Cape Town Registrations with respect to assignments of International Interests in Leases that are not have occurred during registered on the period from December 31, 2016 through and including International Registry as of the Amendment Effective Date shall be made within one month of the Amendment Effective Date.
(ia) any event or condition that has had or could reasonably be expectedThe First Lien Security Trustee, either individually or for the benefit of the FRBNY, shall have a first priority perfected security interest in the aggregateCollateral (other than Aircraft Assets relating to the Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) and (b) the Third Lien Security Trustee, to for the benefit of the FRBNY, shall have a Material Adverse Effect, or third priority perfected security interest in the Collateral (ii) any action, suit, investigation, proceeding, claim or dispute pending or, other than Aircraft Assets relating to the knowledge Required Pool Aircraft and the Supplemental Pool Aircraft) (subject only to Permitted Liens) (in each case, it being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection Requirements shall be required to be satisfied).
(t) The Lender Parties and the FRBNY shall have received a report from Simat Helliesen & ▇▇▇▇▇▇▇, Inc. in form and substance satisfactory to the Required Persons opining as to such matters as the Required Persons may require.
(u) The Lender shall have received copies of PAAthe Borrower Party Guarantee and the Charge Over Shares of the Irish Subsidiary Borrower, threatened in writingduly executed by each Borrower Party party thereto, at lawtogether with all documents required to be delivered thereunder.
(v) The Lender shall have received a signed original of a Note with respect to the Loan, duly executed by each Borrower.
(w) The Required Persons shall have received evidence, in equityform and substance satisfactory to them, that the requirements of Section 60 of the Companies ▇▇▇ ▇▇▇▇ (as amended) of Ireland and the analogous provisions of any other relevant jurisdiction in arbitration or before any Governmental Authorityrelation to financial assistance have been complied with in full by the Irish Subsidiary Borrower and the Irish Initial Intermediate Lessee. Promptly after the Amendment Effective Date occurs, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregateLender shall notify each Borrower Party, could reasonably the Security Trustee, and the FRBNY thereof, and such notice shall be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (International Lease Finance Corp)
Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) [Intentionally omitted].
(b) The Administrative Agent’s receipt of Agent shall have received favorable written opinions (addressed to the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of Administrative Agent and the signing Loan Party, if applicable, each Lenders and dated the Amendment Effective Date Date) of (ora) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, in covering such other matters relating to the case of certificates of governmental officialsBorrower, a recent date before this Agreement or the Amendment Effective Date Transactions as the Lenders shall reasonably request and in the case of financial statements, the date or period of such financial statements) and each otherwise in form and substance reasonably satisfactory to the Administrative Agent:.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c).
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) [Intentionally omitted].
(f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) [Intentionally omitted].
(h) [Intentionally omitted].
(i) executed counterparts The Lenders shall have received a detailed business plan of this AmendmentHealthSouth and its subsidiaries for the fiscal years 2012 through 2016.
(j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of the USA Patriot Act and any other “know your customer” or similar laws or regulations.
(k) On the Amendment Effective Date, sufficient (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in number for distribution form and substance satisfactory to the Administrative Agent, each Lender, each Borrower dated as of the Amendment Effective Date and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent.
(l) The Borrower shall have repaid in full the Term Loans outstanding under the Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16.
(m) The Borrower shall have repaid in full the Revolving Loans outstanding under the Existing Senior Secured Credit Agreement plus any accrued and unpaid interest and fees thereon and any amounts required under Section 2.16.
(n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and each Lender;
(v) a certificate signed by a Responsible Officer the Lenders of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and notice shall be in full force conclusive and effectbinding.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived by the Administrative Agent):
(a) The the Administrative Agent’s receipt Agent shall have received a counterpart signature page of the followingthis Amendment duly executed by Holdings, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, Incremental Borrower and each properly executed by a Responsible Officer of the signing Loan Party, if applicablethe Administrative Agent and each New Term Lender;
(b) the Administrative Agent (or its counsel) shall have received (i) an Officer’s Certificate of or on behalf of Holdings, each Incremental Borrower and each other Loan Party, dated the Amendment Effective Date (orDate, in substantially the form delivered on the Closing Date, with appropriate insertions and attachments, including copies of resolutions of the Board of Directors and/or similar governing bodies of Holdings, each Incremental Borrower and each Loan Party approving and authorizing the execution, delivery and performance of this Amendment and, in the case of certificates of governmental officialsthe Incremental Borrowers, a recent date before the Amendment Effective Date borrowings hereunder and under the Credit Agreement, certified organizational authorizations (if required by applicable law or customary for market practice in the case of financial statementsrelevant jurisdiction), incumbency certifications, the date certificate of incorporation or period other similar Organizational Documents of such financial statements) Holdings, each Incremental Borrower and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as certified by the Administrative Agent may reasonably require evidencing relevant authority of the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities registration or incorporation of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇Holdings, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent each Incremental Borrower and each Lender;
other Loan Party (vonly where customary in the applicable jurisdiction) a certificate signed and bylaws or other similar Organizational Documents of Holdings, each Incremental Borrower and each other Loan Party certified by a Responsible Officer of the Company certifying (A) that the conditions specified as being in Section 4.02(a), (b) full force and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made effect on the Amendment Effective Date, then determined (ii) a good standing certificate (to the extent such concept exists in respect the relevant jurisdictions) for Holdings, each Incremental Borrower and each other Loan Party from its jurisdiction of organization, registration or incorporation and (iii) in relation to then Outstanding Amount the Lux Borrower, (1) an up-to-date electronic certified true and complete excerpt of Obligationsthe Companies Register dated no earlier than one Business Day prior to the Amendment Effective Date, if any(2) a solvency certificate dated as of the Amendment Effective Date (signed by a director or authorized signatory) that it is not subject to nor, as applicable, does it meet or threaten to meet the criteria of each Borrowerbankruptcy (faillite), insolvency, voluntary or judicial liquidation (B) that there liquidation volontaire ou judiciaire), composition with creditors (concordat préventif de faillite), controlled management (gestion contrôlée), reprieve from payment (sursis de paiement), general settlement with creditors, reorganization or similar laws affecting the rights of creditors generally and no application has been made or is to be made by its director or, as far as it is aware, by any other Person for the appointment of a commissaire, juge-commissaire, liquidateur, curateur or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings, (3) an up-to-date electronic certified true and complete certificate of non-registration of judgments (certificat de non-inscription d’une décision judiciaire), issued by the Companies Register no event or circumstance since December 31earlier than one Business Day prior to the Amendment Effective Date and reflecting the situation no more than two Business Days prior to the Amendment Effective Date certifying that, 2016 that as of the date of the day immediately preceding such certificate, the Lux Borrower has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effectnot been declared bankrupt (en faillite), and that it has not applied for general settlement or composition with creditors (Cconcordat préventif de la faillite), controlled management (gestion contrôlée), or reprieve from payment (sursis de paiement), judicial liquidation (liquidation judiciaire) or the current PAA Debt Ratings; and
appointment of a temporary administrator (vi) administrateur provisoire), such other assurancesproceedings listed at Article 13, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses items 2 to 12 and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each Article 14 of the other Luxembourg Act dated December 19, 2002 on the Register of Commerce and Companies, on Accounting and on Annual Accounts of the Companies (as amended from time to time) (and which include foreign court decisions as to faillite, concordat or analogous procedures according to Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on insolvency proceedings (recast)) and (4) an electronic certified copy of the resolution of its directors (or similar body) approving the Loan Documents to which it is a party shall have been obtained and shall approving the execution, delivery and performance of, and authorizing named persons to sign the Loan Documents to which it is party and any documents to be in full force and effect.delivered by it under any of the same;
(c) There the Administrative Agent shall not have occurred during received the period from December 31, 2016 through Security Documents set forth on Schedule 2 hereto executed and including delivered by the Amendment Effective Date Loan Parties party thereto;
(d) the Administrative Agent (or its counsel) shall have received a customary written opinion of (i) any event or condition that has had or could reasonably be expectedD▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, either individually or in its capacity as special New York counsel for Holdings and the aggregateSubsidiary Guarantors, to have a Material Adverse Effect, or (ii) any actionMorris, suitNichols, investigationArsht & T▇▇▇▇▇▇ LLP, proceedingin its capacity as special Delaware counsel for Holdings and the Subsidiary Guarantors, claim or dispute pending or(iii) Fried, Frank, Harris, S▇▇▇▇▇▇ & J▇▇▇▇▇▇▇ LLP, in its capacity as English law counsel to the knowledge of PAAAdministrative Agent and the New Term Lenders, threatened in writing, at law(iv) Loyens & Loeff Luxembourg SARL, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in capacity as special Luxembourg counsel to the aggregate, could reasonably be expected to have a Material Adverse EffectLux Borrower and (v) NautaDutilh Avocats Luxembourg S.á.r.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as (a) The effectiveness of this Amendment, the amendments set forth in Sections 3 and 4, the making of the 2025 Refinancing Term Loans and effectiveness of the 2025 Refinancing Revolving Credit Commitment and the making of any 2025 Refinancing Revolving Credit Loans thereunder, in each case, are subject to the satisfaction (or waiver by the 2021 Refinancing Term Lenders and the 2021 Refinancing Revolving Credit Lenders) of the following conditions (the first date first written above on which all such conditions precedent are satisfied (or waived), the “Amendment Effective Date”), upon ):
(i) the satisfaction Administrative Agent shall have received counterparty signature pages of this Amendment from each of the following conditions precedent:
(a) The Administrative Agent’s receipt of the followingBorrower, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specifiedGuarantor, each properly executed by a Responsible Officer 2025 Refinancing Term Lender and each 2025 Refinancing Revolving Credit Lender; (ii) the Administrative Agent shall have received (A) copies of the signing each Organizational Document of each Loan Party, if as applicable, each dated and, to the extent applicable, certified as of the Amendment Effective Date (or, in the case of certificates of governmental officials, or a recent date before prior thereto by the Amendment Effective Date appropriate Governmental Authority; (B) signature and in incumbency certificates of the case of financial statements, the date or period officers of such financial statementsPersons executing the Loan Documents on behalf of each Loan Party; (C) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates copies of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers the Board of Directors of each Loan Party as approving and authorizing the Administrative Agent may reasonably require evidencing the identityexecution, authority delivery and capacity performance of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant executed in connection with the Amendment, certified as of the Amendment Effective Date by any of its directors, secretary or an assistant secretary as being in full force and effect without modification or amendment and (D) other than with respect to this § 3.1 the U.K. Borrower and, with respect to which any other Loan Party, to the extent applicable and available in such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its Party’s jurisdiction of organization, issued by a good standing certificate from the appropriate authorities applicable Governmental Authority of such jurisdiction;
each Loan Party’s jurisdiction of incorporation, organization or formation, dated as of the Amendment Effective Date or a recent date prior thereto; (iviii) favorable opinions the Administrative Agent shall have received a customary opinion of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq.Arps, General Counsel for Borrowers and PAASlate, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, special Canadian United States counsel for the Company and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, special English legal advisers for the Company as to PMCULCcapacity of the Designated Borrower and UK Borrower to enter this Amendment, addressed to dated as of the Amendment Effective Date.
(iv) the Administrative Agent and each Lender;
(v) shall have received a certificate signed by a Responsible Officer of the Company certifying (Aa) that the conditions specified in Section 4.02(a), (bSections 5(b) and (dc) of the Credit Agreement have been satisfied and (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (Bb) that there has been no event or circumstance since December 31September 28, 2016 2024 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (v) Concurrently with the making of the 2025 Refinancing Term Loans, (a) the entire aggregate principal amount of the Existing Term Loans and (Cb) the current PAA Debt Ratingsall accrued interest, fees and other amounts accrued immediately prior to this Amendment becoming effective in connection therewith shall have been paid in full; and4
(vi) such Concurrently with the availability of the 2025 Revolving Credit Facility, (i) the Revolving Credit Commitments in effect immediately prior to this Amendment becoming effective shall have been terminated and the entire aggregate principal amount of the all Existing Revolving Credit Loans outstanding (if any) immediately prior to this Amendment becoming effective shall have been paid in full and (ii) all accrued interest, fees and other assurances, certificates, documents, consents amounts accrued prior to this Amendment becoming effective in connection therewith shall have been paid in full; (vii) Any fees required to be paid pursuant to the Fee Letter on or opinions as before the Amendment Effective Date shall have been paid (or caused to have been paid) by the Company to the Administrative Agent may reasonably requireon the Amendment Effective Date; (viii) The Company shall have delivered a Committed Loan Notice with respect to the 2025 Refinancing Term Loans and a notice of prepayment with respect to the Existing Term Loans, in each case, in accordance with the Credit Agreement; (ix) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP for which invoices have been presented at least three (3) Business Days prior to the Amendment Effective Date (it is hereby expressly acknowledged and agreed that any fees paid pursuant to this clause (ix) shall be paid by the Company to the Administrative Agent on the Amendment Effective Date); (x) The Loan Parties shall have provided the documentation and other information regarding the Loan Parties to the Administrative Agent and Lenders that are required by regulatory authorities under applicable “know-your-customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written reasonable requests therefor (and in the case of any Lender request, through the Administrative Agent) at least three (3) Business Days prior to the Amendment Effective Date; and (xi) The conditions specified in Section 2.19 of the Credit Agreement with respect to the Refinancing shall have been satisfied (it being understood and agreed that, as of the date hereof, such conditions shall be deemed to be satisfied).
(b) All consentsWithout limiting the generality of the provisions of the last paragraph of Section 9.03 of the Credit Agreement, licenses and approvals required in connection for purposes of determining compliance with the executionconditions specified in Section 6(a) hereof, delivery each 2025 Refinancing Term Lender and performance by each Loan Party and the validity against each Loan Party of 2025 Refinancing Revolving Credit Lender that has signed this Amendment and shall be deemed to have consented to, approved or accepted or to be satisfied with, each of document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the other Loan Documents to which it is a party Administrative Agent shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during received notice from such 2025 Refinancing Term Lender or such 2025 Refinancing Revolving Credit Lender, as the period from December 31case may be, 2016 through and including prior to the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of specifying its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectobjection thereto.
Appears in 1 contract
Sources: Refinancing Amendment (Hologic Inc)
Amendment Effective Date. This Amendment amendment and restatement of the Existing Senior Secured Credit Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent shall have received (i) counterparts of this Agreement executed by the Administrative Agent’s receipt , the Collateral Agent, the Required Lenders, the Borrower and the Guarantors and (ii) Amendment Effective Date Lender Consents and commitments from Lenders and/or prospective Lenders representing 100% of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer aggregate outstanding principal amount of the signing Loan Party, if applicable, each Amendment Effective Date Term Loans and 100% of the Revolving Commitments.
(b) The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date Date) of (ora) the general counsel of the Borrower and (b) ▇▇▇▇▇▇ & Bird LLP and other counsel for the Loan Parties, in covering such other matters relating to the case of certificates of governmental officialsBorrower, a recent date before this Agreement or the Amendment Effective Date Transactions as the Lenders shall reasonably request and in the case of financial statements, the date or period of such financial statements) and each otherwise in form and substance reasonably satisfactory to the Administrative Agent:.
(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower and the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Borrower, the Subsidiaries, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel, it being agreed that a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) certifying that any certified copies of any articles or certificate of incorporation or formation, operating agreement, partnership agreement, bylaws or similar organizational documents delivered to the Administrative Agent with respect to the Subsidiary Loan Parties in connection with the closing of the Existing Senior Secured Credit Agreement have not been amended, supplemented or otherwise modified since the date of certification thereof shall satisfy the requirements of this clause (c).
(d) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date and signed by a Financial Officer of the Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(e) [Intentionally omitted].
(f) The Administrative Agent and each Lender shall have received all fees and other amounts due and payable to it on or prior to the Amendment Effective Date, including to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.
(g) [Intentionally omitted].
(h) [Intentionally omitted].
(i) executed counterparts [Intentionally omitted].
(j) The Administrative Agent and each Lender shall have received all such information as shall have been reasonably requested by it in order to enable it to comply with the requirements of this Amendmentthe USA Patriot Act and any other “know your customer” or similar laws or regulations.
(k) On the Amendment Effective Date, sufficient (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Borrower and its Restricted Subsidiaries, taken as a whole, shall be Solvent and the Loan Parties, taken as a whole, shall be Solvent and (ii) the Administrative Agent shall have received a solvency certificate from the Financial Officer of the Borrower and each Subsidiary Loan Party in number for distribution form and substance satisfactory to the Administrative Agent, each Lender, each Borrower dated as of the Amendment Effective Date and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Agents and the Lenders, in each case in form, scope and substance satisfactory to the Administrative Agent.
(l) [Intentionally omitted].
(m) [Intentionally omitted].
(n) The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03(b). The Administrative Agent shall notify the Borrower and each Lender;
(v) a certificate signed by a Responsible Officer the Lenders of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and notice shall be in full force conclusive and effectbinding.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Healthsouth Corp)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by each Loan Party and the Administrative Agent’s receipt , (ii) a counterpart signature page to this Amendment executed and delivered by each Additional Term Lender or Consenting Lender, as applicable and (iii) a counterpart signature page to this Amendment executed and delivered by each Revolving Lender and each Issuing Bank.
(b) The representations and warranties set forth in Sections 4(b) and (c) of this Amendment shall be true and correct in all respects on and as of the followingAmendment Effective Date, each and the Administrative Agent shall have received a certificate (in form and substance reasonably acceptable to the Administrative Agent), dated as of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed the Amendment Effective Date and signed by a Responsible Officer of the signing U.S. Opco Borrower, certifying as to such representations and warranties.
(c) The Administrative Agent shall have received the favorable legal opinions of (i) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan PartyParties, if applicableand (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Idaho counsel to the Loan Parties, in each case addressed to the Lenders, the Administrative Agent, the Collateral Agent and each Issuing Bank and dated the Amendment Effective Date (orDate, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent:. The U.S. Opco Borrower hereby requests such counsel to deliver such opinions.
(id) executed counterparts The Administrative Agent shall have received a Committed Loan Notice in respect of this Amendmentthe Additional Term Loans, sufficient which shall be in number for distribution compliance with the notice requirements set forth in Section 2.02(1) of the Amended Credit Agreement.
(e) The Administrative Agent shall have received certificates of good standing from the secretary of state of the state of organization of each Loan Party (to the Administrative Agentextent such concept exists in such jurisdiction), each Lender, each Borrower and PAA;
(ii) such customary certificates of resolutions or other action, incumbency certificates and/or or other certificates of Responsible Officers of each Loan Party as certifying true and complete copies of the Administrative Agent may reasonably require Organizational Documents attached thereto and evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;Amendment.
(iiif) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each The U.S. Opco Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;shall have paid:
(ivi) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and Agent, for the account of each Consenting Lender;
, an amendment fee (vthe “Amendment Fee”) a certificate signed by a Responsible Officer in an amount equal to 0.125% of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) principal amount of the Credit Agreement have been satisfied (Existing Term Loans of such Consenting Lender outstanding on the Amendment Effective Date immediately before giving effect to this Amendment, which Amendment Fee shall be fully earned and in the case of said Section 4.02(d), if no Request for Credit Extension is made due and payable on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(viii) such all fees and other assurancesamounts due and payable pursuant to this Amendment and/or any letter agreements or fee letters by and between Holdings, certificatesthe U.S. Opco Borrower and the Lead Arranger (collectively, documentsthe “Engagement Letter”), consents including, to the extent invoiced, reimbursement or opinions as payment of documented and reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arranger required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letter; provided that it is understood and agreed that the Additional Term Lenders may reasonably requirenet the fees and expenses described in this paragraph (f) from the proceeds of the Additional Term Loans prior to providing such proceeds to the Administrative Agent for distribution to the U.S. Opco Borrower.
(bg) All consents, licenses The Administrative Agent shall have received at least two (2) Business Days prior to the Closing Date all documentation and approvals required other information in connection with respect of the execution, delivery and performance by each Loan Party Borrowers and the validity against each Loan Party Guarantors required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been reasonably requested in writing by it at least ten (10) Business Days prior to the Amendment Effective Date. The Administrative Agent shall notify the U.S. Opco Borrower, the Existing Term Lenders and the Additional Term Lenders of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably and such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Chobani Inc.)
Amendment Effective Date. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”), upon the satisfaction of the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, Lender and each Borrower and PAABorrower;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consentsAny fees due Administrative Agent or any Lender, licenses including any arrangement fees, agency fees and approvals upfront fees, and any expenses incurred by Administrative Agent, in each case, as agreed in writing by the Company, required in connection with to be paid on or before the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party Effective Date shall have been obtained and shall be in full force and effectpaid.
(c) There The Company shall not have occurred during paid all reasonable fees, charges and disbursements of counsel to the period from December 31, 2016 through and including Administrative Agent to the extent invoiced prior to the Amendment Effective Date (i) any event or condition Date. For purposes of determining compliance with the conditions specified in this § 3.1, each Lender that has had or could reasonably signed this Amendment shall be expected, either individually or in the aggregate, deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, Lender unless the Administrative Agent shall have received notice from such Lender prior to the knowledge proposed Amendment Effective Date specifying its objection thereto and the Administrative Agent hereby agrees to promptly provide the Company with a copy of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, such notice received by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAdministrative Agent.
Appears in 1 contract
Amendment Effective Date. This Refinancing Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedentshall have been satisfied:
(a) The Administrative Agent’s receipt Agent shall have received (i) a counterpart signature page of this Refinancing Amendment duly executed by each of the followingLoan Parties and the Administrative Agent and (ii) a Lender Addendum or a counterpart to this Refinancing Amendment, as applicable, executed and delivered by each New Term B Lender and by the Required Lenders (as determined after giving effect to the New Term Loan B Loans and the refinancing of which the Existing Term B Loans contemplated hereby).
(b) The representations and warranties set forth in Section 4 of this Refinancing Amendment shall be originalstrue and correct in all respects on and as of the Amendment Effective Date, telecopies or other electronic copies and the Administrative Agent shall have received a certificate (followed promptly by originals) unless otherwise specifiedin form and substance reasonably acceptable to the Administrative Agent), each properly executed dated as of the Amendment Effective Date and signed by a Responsible Officer of the signing Loan PartyLead Borrower, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date certifying as to such representations and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:warranties. #89446360v10
(ic) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the The Administrative Agent may reasonably require evidencing the identity, authority and capacity shall have received an opinion from each of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian U.S. counsel to PMCULCthe Loan Parties and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, addressed Esq., corporate counsel of Parent, in each case, in form and substance reasonably satisfactory to the Administrative Agent and each Lender;Agent.
(vd) The Administrative Agent shall have received a Committed Loan Notice in respect of the New Term B Loans.
(e) The Administrative Agent shall have received a notice of mandatory prepayment of Term Loans pursuant to Section 2.05(b)(v) of the Credit Agreement.
(f) The Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying (A) that Lead Borrower designating the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; andNew Term B Loans as Refinancing Term Loans.
(vig) The Administrative Agent shall have received such other assurances, certificates, documents, consents or opinions documents and certificates as the Administrative Agent or its counsel may reasonably require.
(b) All consentsrequest relating to the organization, licenses existence and approvals required in connection with good standing of each Loan Party, the authorization of execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment Refinancing Amendment, the performance of the Credit Agreement and each of other applicable Loan Document, all in form and substance reasonably satisfactory to the other Loan Documents to which it is a party shall have been obtained Administrative Agent and shall be in full force and effectits counsel.
(ch) There The Borrowers shall not have occurred during paid all fees and amounts due and payable pursuant to this Refinancing Amendment and/or any letter agreements or fee letters by and between the period from December 31Borrowers and the Lead Arrangers (collectively, 2016 through “Engagement Letters”), including, to the extent evidenced by a written invoice, reimbursement or payment of documented and including reasonable out-of-pocket expenses in connection with this Refinancing Amendment and any other out-of-pocket expenses of the Administrative Agent and the Lead Arrangers required to be paid or reimbursed pursuant to the Credit Agreement or the Engagement Letters.
(i) The Administrative Agent and the Lead Arrangers shall have received at least one (1) Business Day prior to the Amendment Effective Date all documentation and other information about the Borrowers and the Guarantors as has been reasonably requested in writing at least three (i3) any event or condition Business Days prior to the Amendment Effective Date by the Administrative Agent and the Lead Arrangers that has had or could they reasonably be expecteddetermine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, either individually or including without limitation the USA PATRIOT Act.
(j) The prepayment of (A) the Existing Term B Loans of the Non-Continuing Term B Lenders and (B) the Non-Allocated Term Loans of the Continuing Term B Lenders, in the aggregateeach case, to shall have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending been consummated or, to substantially concurrently with the knowledge incurrence (or continuation) of PAAthe New Term B Loans, threatened in writing, at lawshall be consummated, in equityeach case with all accrued and unpaid interest on, in arbitration or before any Governmental Authorityand premiums and fees related to, by or against PAA or any the Existing Term B Loans to, but not including, the Amendment Effective Date. The Administrative Agent shall notify the Borrowers and the New Term B Lenders of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably Amendment Effective Date and such notice shall be expected to have a Material Adverse Effect.conclusive and binding. #89446360v10
Appears in 1 contract
Sources: Credit Agreement (Yum Brands Inc)
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (such date, the “Third Amendment Effective Date”), upon the satisfaction of ) on which the following conditions precedenthave been satisfied (or waived by the Administrative Agent):
a. The Administrative Agent shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrower, (ii) the Administrative Agent and (iii) the Lenders;
b. The Project Everest Acquisition Conditions shall have been satisfied;
c. The Administrative Agent shall have also received:
(a) The i. customary written opinions, in form and substance satisfactory to the Administrative Agent’s receipt , of the following(1) White & Case LLP and (2) G▇▇▇▇▇▇▇, H▇▇▇▇▇▇▇ & C▇▇▇▇▇ P.C., each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly as special counsel to the Credit Parties;
ii. a certificate duly executed by a Responsible an Authorized Officer of the signing Loan Borrower as to the Solvency of the Borrower and its Subsidiaries on a consolidated basis after giving effect to the Project Everest Acquisition;
iii. a certificate of an Authorized Officer of each Credit Party dated the Third Amendment Effective Date and certifying:
A. that attached thereto is a true and complete copy of each Organizational Document of such Credit Party (and with respect to any articles of incorporation or formation (or equivalent document), as applicable, certified to be true and complete as of a recent date prior to the Third Amendment Effective Date by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization) and certified by a secretary or other Authorized Officer of such Credit Party to be true and correct as of the Third Amendment Effective Date;
B. that attached thereto is a true and complete copy of resolutions of such Credit Party authorizing the execution, delivery and performance of this Amendment and any other document delivered in connection herewith on the Third Amendment Effective Date;
C. as to the incumbency and specimen signature of each Authorized Officer executing this Amendment (together with a certificate of another officer as to the incumbency and specimen signature of the Authorized Officer executing the certificate pursuant to this Section 3(c)(iii)); and
D. that attached thereto is a good standing certificate, certificate of status or analogous certificate from the applicable Governmental Authority of such Credit Party, if applicable’s jurisdiction of incorporation or organization of formation, each dated a recent date prior to the Third Amendment Effective Date;
iv. if requested by a Project Everest Incremental Revolving Lender, the Administrative Agent and such Project Everest Incremental Revolving Lender shall have received a duly-executed amended and restated Revolving Credit Note;
v. a certificate duly executed by an Authorized Officer of the Borrower certifying as to the matters set forth in paragraph (b) of this Section 3;
vi. a Notice of Loan with respect to the Project Everest Incremental Revolving Loans and any other Revolving Loans to be borrowed on the Third Amendment Effective Date (orwhich such other Revolving Loans under the Existing Credit Agreement not to exceed $150,000,000);
vii. the results of a recent search, by a Person satisfactory to the Administrative Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the case appropriate jurisdictions, together with copies of certificates all such filings disclosed by such search;
viii. payoff and release documentation relating to all outstanding indebtedness of governmental officialsEnercon Technologies Ltd., a recent date before company organized under the Amendment Effective Date and in laws of the case State of financial statementsIsrael, required to be paid off pursuant to the date or period terms of such financial statements) and each the Project Everest Acquisition Agreement, in form and substance reasonably satisfactory to the Administrative Agent:; and
(i) executed counterparts of this Amendment, sufficient in number for distribution to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the d. The Administrative Agent and each Lender;
the Project Everest Incremental Revolving Lenders (vor their affiliates, as applicable) a certificate signed by a Responsible Officer shall have received payment of all fees required to be paid pursuant to the fee letter, dated as of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Second Amendment Effective Date, then determined and reasonable and documented out-of-pocket expenses to the extent invoiced in respect reasonable detail at least one business day prior to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Third Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectDate.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of be binding upon the date first written above Administrative Agent, Borrower, the Increasing Lenders, and each other Lender on the last day (the “"AMENDMENT EFFECTIVE DATE") upon which (a) counterparts of this Amendment shall have been executed and delivered to Administrative Agent by Borrower, Administrative Agent, the Increasing Lenders, and Requisite Lenders (determined immediately prior to the Amendment Effective Date”, without giving effect to the Supplemental Commitments or the addition of the New Lenders), upon or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof; (b) the satisfaction Revolving Notes (if any have been previously been requested by the Increasing Lenders) are executed by Borrower and delivered in accordance with PARAGRAPH 1.5 hereof; (c) Borrower shall have paid to Administrative Agent (for distribution to the Increasing Lenders) the upfront fee payable to each of the following conditions precedent:
Increasing Lenders in the respective amounts set forth as the "SECOND AMENDMENT UPFRONT FEE" on ANNEX B for each Increasing Lender; (ad) The Borrower shall have repaid all outstanding Loans, to the extent any such Loans are outstanding (without giving effect to any Loans made after the effectiveness of this Amendment); (e) Borrower shall have delivered to Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic Agent copies (followed promptly certified by originalsthe Secretary or Assistant Secretary of Borrower) unless otherwise specifiedof all corporate action taken by Borrower to authorize the execution, each properly executed by a Responsible Officer of the signing Loan Partydelivery, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
(i) executed counterparts performance of this Amendment, sufficient in number for distribution and any related Debt incurrence; and (f) Borrower shall have delivered to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity an opinion of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Canadian counsel to PMCULCBorrower, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at lawLenders, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could form and substance reasonably be expected acceptable to have a Material Adverse EffectAdministrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of on the date first written above (the “Amendment Effective Date”), upon the satisfaction of "AMENDMENT EFFECTIVE DATE") on which the following conditions precedent:
(a) The Administrative Agent’s receipt of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (or, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agentare satisfied:
(i) executed counterparts of The Administrative Agent shall have received (i) this Amendment, sufficient in number for distribution to executed and delivered by the Administrative Agent, each Lender, each the Borrower and PAA;the Required ESD Banks (it being understood that any amendment contained herein which requires consent of each Existing Bank shall be enforceable against such Existing Bank upon delivery of this Amendment by the Administrative Agent, the Borrower and the Existing Bank), (ii) the L/C Agreement, executed and delivered by the Administrative Agent, the Borrower and the banks parties thereto, (iii) the Guarantee and Collateral Agreement, executed and delivered by the Borrower and each Subsidiary Guarantor, (iv) an Acknowledgement and Consent in the form attached to the Guarantee and Collateral Agreement, executed and delivered by each Issuer (as defined therein), if any, that is not a Credit Party and (v) the Collateral Sharing Agreement, executed and delivered by the Collateral Agent and the Borrower.
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority All governmental and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer third party approvals necessary in connection with this Amendment the Transactions shall have been obtained and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;be in full force and effect.
(iii) such documents The Banks and certifications as the Administrative Agent may reasonably require shall have received all fees required to evidence that each Loan Party and General Partner is duly organized or formedbe paid, and that each Borrower is validly existing all expenses for which invoices have been presented (including the reasonable fees and in good standing in its jurisdiction expenses of organizationlegal counsel), issued by on or before the appropriate authorities of such jurisdiction;Amendment Effective Date.
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) shall have received a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a)each Credit Party, (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on dated the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or substantially in the aggregateform of Exhibit D, a Material Adverse Effectwith appropriate insertions and attachments.
(v) The Administrative Agent shall have received the following executed legal opinions:
i. the legal opinion of Sidley Austin LLP, and (C) counsel to the current PAA Debt RatingsBorrower, substantially in the form of Exhibit E-1; and
(vi) ii. the legal opinion of in-house counsel to the Borrower, substantially in the form of Exhibit E-2. Each such legal opinion shall cover such other assurances, certificates, documents, consents or opinions matters incident to the Transactions as the Administrative Agent may reasonably require.
(bvi) All consentsTo the extent not already held by the Collateral Agent, licenses the Collateral Agent shall have received, to the extent required by the Guarantee and approvals Collateral Agreement, the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement, together with an undated stock power for each such certificate executed in blank by a duly authorized officer of the pledgor thereof; PROVIDED, that no such certificates shall be required in connection with to be delivered on the executionAmendment Effective Date. If the closing of the Alcatel Merger shall not occur by or before March 31, delivery and performance by each Loan Party and 2007, then the validity against each Loan Party Borrower shall be required to satisfy the requirements of this Amendment clause (vi) by or before April 30, 2007.
(vii) Each document (including any Uniform Commercial Code financing statement) required by the Guarantee and each Collateral Agreement or under law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent, for the benefit of the Secured Parties, a perfected Lien on the Collateral described therein, prior and superior in right to any other Loan Documents Person (other than with respect to which it is a party shall have been obtained and Liens expressly permitted by Section 6.02 of the External Sharing Debt Agreement), shall be in full force and effectproper form for filing, registration or recordation; PROVIDED, that any additional filing with the U.S. Patent Office shall not be required to filed, registered or recorded on the Amendment Effective Date. If the closing of the Alcatel Merger shall not occur by or before March 31, 2007, then the Borrower shall be required to satisfy the requirements of this clause (vii) with respect to any additional filing with the U.S. Patent Office by or before April 30, 2007.
(cviii) There The Collateral Agent shall not have occurred during received insurance certificates satisfying the period from December 31, 2016 through requirements of Section 5.2 of the Guarantee and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectCollateral Agreement.
Appears in 1 contract
Sources: External Sharing Debt Agreement (Lucent Technologies Inc)
Amendment Effective Date. This Amendment shall become effective as of be binding upon all parties to the date first written above (Loan Papers on the “Amendment Effective Date”), last day upon the satisfaction of which the following conditions precedenthas occurred:
(a) Counterparts of this Amendment shall have been executed and delivered to Administrative Agent by the Company, Administrative Agent, and the Determining Lenders or when Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof.
(b) Counterparts of the LLC Guaranty shall have been executed and delivered to the Administrative Agent by the Guarantor or when the Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that the Guarantor has executed and is delivering to the Administrative Agent counterparts thereof.
(c) The Administrative Agent’s receipt Agent shall have received from the Company and Guarantor a certificate dated as of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicable, each dated the Amendment Effective Date (ordefined below) of its secretary, in the case of certificates of governmental officialsassistant secretary, a recent date before the Amendment Effective Date and in the case of financial statements, the date manager or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:
general partner as applicable (i) executed counterparts as to resolutions of this Amendment, sufficient in number for distribution to its board of directors or managers or their equivalent authorizing the Administrative Agent, each Lender, each Borrower execution and PAA;
(ii) such certificates performance of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other LLC Guaranty, as applicable, (ii) the certificate or articles of incorporation, the bylaws, or the limited liability company agreement, as applicable, and (ii) if the officer executing this Amendment and the LLC Guaranty is not named in the incumbency certificate delivered at the time of execution of the Term Loan Documents delivered pursuant Agreement, as to this § 3.1 to which such Loan Party is a party;the incumbency and signature of said officer.
(iiid) such documents and certifications as the The Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) shall have received favorable opinions of (A) ▇▇▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAAof the Company, and (C) ▇▇Skadden, Arps, Slate, ▇▇▇▇▇▇▇ ▇& ▇▇▇▇ LLP, special Canadian counsel for the Company, as to PMCULCthe due authorization, addressed execution and delivery of this Amendment.
(e) Evidence satisfactory to the Administrative Agent that the Company shall have received gross cash proceeds from the TWC Asset Dispositions, the ▇▇▇▇▇▇▇ Loan and each Lender;the issuance of TWC Preferred Stock in the aggregate amount of no less than $2,100,000,000.
(vf) a certificate signed by a Responsible Officer of The Company shall have entered into (i) the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse EffectL/C Agreement, and (Cii) a Consent and Fourth Amendment to the current PAA Debt Ratings; andPrimary Credit Agreement, each in form and substance satisfactory to Administrative Agent and the Determining Lenders, and all conditions precedent to the effectiveness thereof shall have been fully satisfied.
(vig) The Administrative Agent shall have received such other assurances, certificates, documents, documents and consents or opinions as the Administrative Agent may reasonably require.
(b) All consents. Upon satisfaction of the foregoing conditions, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force deemed effective on and effect.
as of July 3 1, 2002 (c) There shall not have occurred during the period from December 31, 2016 through and including the "Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectDate").
Appears in 1 contract
Amendment Effective Date. This Amendment shall become effective as of the first date first written above (the “Amendment Effective Date”), upon the satisfaction ) on which each of the following conditions precedent:shall have been satisfied (or waived in accordance with Section 10.01 of the Credit Agreement):
(a) The the Administrative Agent shall have received (i) a counterpart signature page of this Amendment duly executed by the Company, the Administrative Agent’s receipt , each Incremental Lender and, solely with respect to the ▇▇▇▇▇ Replacement, each Consenting Lender and (ii) a Note executed by the Company in favor of each Incremental Lender requesting a Note at least three Business Days in advance of the following, each of which Amendment Effective Date;
(b) the Administrative Agent shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed have received a certificate signed by a Responsible Officer of the signing Loan PartyCompany certifying (i) that the articles of formation or other comparable organizational documents of the Company, if applicablecertified by the relevant authority of the jurisdiction of organization the Company and a true and complete copy of the bylaws, each dated operating agreement or comparable governing document of the Company either (A) has not been amended since the Closing Date or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date), (ii) that attached thereto are the written consents of the Company’s governing body authorizing the execution, delivery, performance of, this Amendment and such written consents have not been modified, rescinded or amended and are in full force and effect on the Amendment Effective Date without amendment, modification or rescission, and (or, in iii) as to the case incumbency and genuineness of certificates the signature of governmental officials, the officers or other authorized signatories of the Company executing this Amendment;
(c) the Administrative Agent shall have received a certificate as of a recent date before of the good standing of the Company under the laws of its jurisdiction of organization from the relevant authority of its jurisdiction of organization (to the extent relevant and available in the jurisdiction of organization of the Company);
(d) the Administrative Agent shall have received (i) all documentation and other information from the Company reasonably requested by the Administrative Agent (on behalf of any Incremental Lender as of the Amendment Effective Date) at least five (5) days in advance of the Amendment Effective Date, in connection with applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least three (3) days prior to the Amendment Effective Date and (ii) at least three (3) days prior to the Amendment Effective Date, to the extent the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Company;
(e) the representations and warranties set forth in Section 4 of this Amendment shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects as so qualified) on and as of the Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case of financial statements, the date or period they shall be true and correct as of such financial statementsearlier date, and
(ii) and each the Administrative Agent shall have received a certificate (in form and substance reasonably satisfactory acceptable to the Administrative Agent:
(i) executed counterparts ), dated as of this Amendmentthe Amendment Effective Date and signed by a Responsible Officer of the Company, sufficient in number for distribution certifying as to the Administrative Agent, each Lender, each Borrower such representations and PAAwarranties;
(iif) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity shall have received a favorable legal opinion of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and ▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers external and PAAin-house counsel, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P.respectively, special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULCthe Company, addressed to the Administrative Agent and each Lender;Incremental Lender party hereto, as to matters concerning the Company and this Amendment (including enforceability of this Amendment under New York law); and
(vg) a certificate signed by a Responsible Officer of the Company certifying shall have paid (Ai) to the Administrative Agent (or its applicable Affiliate) any fees due and required to be paid to the Administrative Agent (or its applicable Affiliate) on the Amendment Effective Date pursuant to that certain Letter Agreement, dated as of October 23, 2023, among the conditions specified in Section 4.02(a), Company and the Administrative Agent (bor its applicable Affiliate) and (dii) subject to Section 10.04(a) of the Credit Agreement have been satisfied (and in to the case of said Section 4.02(d), if no Request for Credit Extension is made on extent invoiced at least one Business Day prior to the Amendment Effective Date, then determined in respect to then Outstanding Amount the reasonable out-of-pocket expenses of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the executionthis Amendment, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in reasonable and documented out-of-pocket fees and expenses of one counsel for the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse EffectAdministrative Agent.
Appears in 1 contract
Amendment Effective Date. This Amendment The amendment of the Existing Restated Credit Agreement in the form of this Agreement shall not become effective as of until the date first written above (the “Amendment Effective Date”), upon the satisfaction on which each of the following conditions precedent:is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent’s receipt Agent (or its counsel) shall have received from each party hereto either (i) a counterpart of the following, each Amendment Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which shall be originals, telecopies may include telecopy or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by transmission of a Responsible Officer signed signature page of the signing Loan PartyAmendment Agreement) that such party has signed a counterpart of the Amendment Agreement.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, if existence and, to the extent applicable, each good standing of the Loan Parties, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(c) The Administrative Agent shall have received a certificate, dated the Amendment Effective Date (or, in and signed by the case of certificates of governmental officialsPresident, a recent date before Vice President or a Financial Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and (b) of Section 4.02.
(d) The Existing Parent Credit Agreement shall have been amended and restated as the Parent Credit Agreement.
(e) The Administrative Agent shall have received all interest, fees and other amounts due and payable or accrued on or prior to the Amendment Effective Date under this Agreement or the Existing Restated Credit Agreement, including, to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower under this Agreement or any other Loan Document.
(f) Each Tranche B Lender (as defined in the Existing Parent Credit Agreement) shall have received (or, substantially simultaneously with the funding of the term loans on the Amendment Effective Date pursuant to the Parent Credit Agreement, shall receive) payment in full of the principal of and interest accrued on each Tranche B Term Loan (as defined in the Existing Parent Credit Agreement) held by it and all other amounts owing to it or accrued for its account under the Existing Parent Credit Agreement, and all interest, fees and other amounts accrued or owing under each of the Existing Parent Credit Agreement and the Existing Restated Credit Agreement, including to the extent invoiced at least one Business Day prior to the Amendment Effective Date, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrowers thereunder, shall have been (or, substantially simultaneously with the funding of the term loans on the Amendment Effective Date pursuant to the Parent Credit Agreement, shall be) paid in full.
(g) All consents and approvals required to be obtained from any Governmental Authority or other Person in connection with the execution of this Agreement shall have been obtained.
(h) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Amendment Effective Date) of each of (i) Davis Polk & Wardwell, New York counsel for the Borrowers and the Subsidiaries, sub▇▇▇▇▇▇▇▇▇▇ in ▇▇▇ ▇▇▇m of Exhibit D-1, (ii) Jones, Walker, Waechter, Poitevant, Carrère & Denègre, L.L.P., U.S. counsel for the Borrowers and ▇▇▇ ▇▇▇▇idiaries, substantially ▇▇ ▇▇▇ form of Exhibit D-2, (iii) local counsel in each jurisdiction where a Subsidiary Guarantor, a Subsidiary Grantor (as defined in the Collateral Agreement) or a Permitted Pledgee the Equity Interests in which are being pledged pursuant to the Collateral Agreement or any Foreign Pledge Agreement is organized, in each case of financial statements, the date or period of such financial statements) and each in form and substance reasonably satisfactory to the Administrative Agent:, (iv) Indonesian counsel for the Borrowers, substantially in the form of Exhibit D-3, and (v) Indonesian counsel for the Lenders, substantially in the form of Exhibit D-4.
(i) executed counterparts of this Amendment, sufficient in number for distribution The Collateral and Guarantee Requirement shall have been satisfied.
(j) The FI Trustee shall have received opinions to the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates effect that it does not have to qualify to do business in Louisiana or Indonesia by virtue of resolutions the Loan Documents or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the activities contemplated thereby. The Administrative Agent may reasonably require evidencing shall promptly notify the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Amendment Borrowers and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iii) such documents and certifications as the Administrative Agent may reasonably require to evidence that each Loan Party and General Partner is duly organized or formed, and that each Borrower is validly existing and in good standing in its jurisdiction Lenders of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with the execution, delivery and performance by each Loan Party and the validity against each Loan Party of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and notice shall be in full force conclusive and effectbinding.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Sources: Credit Agreement (Freeport McMoran Copper & Gold Inc)
Amendment Effective Date. This Amendment (subject to the last sentence of this Section 4) and the amendments to the Credit Agreement set forth in Section 2(a) above shall become effective as of the date first written above hereof (such date, the “Amendment Effective Date”); provided that (i) the Amendment Joint Lead Arrangers shall have received duly executed counterparts hereof that, upon when taken together, bear the satisfaction signatures of the following conditions precedent:
(a) The Administrative Agent’s receipt , the Company and the Required Lenders, (ii) the Amendment Joint Lead Arrangers shall have received such documents and certificates as the Amendment Joint Lead Arrangers or their counsel may reasonably request relating to the organization, existence and good standing of the following, each of which shall be originals, telecopies or other electronic copies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, if applicablethe authorization of execution, each dated delivery and performance of this Amendment and the Amendment Effective Date (orAmended Credit Agreement and any other legal matters relating to the Loan Documents, in the case of certificates of governmental officials, a recent date before the Amendment Effective Date and in the case of financial statements, the date or period of such financial statements) and each all in form and substance reasonably satisfactory to the Administrative Agent:
Amendment Joint Lead Arrangers and their counsel and (iiii) executed counterparts of this Amendmentthe Company shall have paid all fees, sufficient in number for distribution expenses and other amounts due to (x) the Administrative Agent, each Lender, each Borrower and PAA;
(ii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Amendment Joint Lead Arrangers in connection with this Amendment as separately agreed by the Company with the Amendment Joint Lead Arrangers and the other Loan Documents delivered pursuant to this § 3.1 to which such Loan Party is a party;
(iiiy) such documents and certifications as the Administrative Agent may reasonably require pursuant to evidence Section 8 hereof. For the avoidance of doubt, it is understood and agreed that each Loan Party the Worldpay Closing Date Amendments shall not become effective until and General Partner is duly organized or formed, upon the occurrence of the Worldpay Closing Date. The Amendment Joint Lead Arrangers shall notify the Company and that each Borrower is validly existing and in good standing in its jurisdiction of organization, issued by the appropriate authorities of such jurisdiction;
(iv) favorable opinions of (A) ▇▇▇▇▇▇▇ ▇▇▇▇▇, Esq., General Counsel for Borrowers and PAA, (B) ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special Texas and New York counsel to Borrowers and PAA, and (C) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, special Canadian counsel to PMCULC, addressed to the Administrative Agent and each Lender;
(v) a certificate signed by a Responsible Officer of the Company certifying (A) that the conditions specified in Section 4.02(a), (b) and (d) of the Credit Agreement have been satisfied (and in the case of said Section 4.02(d), if no Request for Credit Extension is made on the Amendment Effective Date, then determined in respect to then Outstanding Amount of Obligations, if any, of each Borrower), (B) that there has been no event or circumstance since December 31, 2016 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) the current PAA Debt Ratings; and
(vi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent may reasonably require.
(b) All consents, licenses and approvals required in connection with shall notify the execution, delivery and performance by each Loan Party and the validity against each Loan Party Lenders of this Amendment and each of the other Loan Documents to which it is a party shall have been obtained and shall be in full force and effect.
(c) There shall not have occurred during the period from December 31, 2016 through and including the Amendment Effective Date (i) any event or condition that has had or could reasonably Date, and each such notice shall be expected, either individually or in the aggregate, to have a Material Adverse Effect, or (ii) any action, suit, investigation, proceeding, claim or dispute pending or, to the knowledge of PAA, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against PAA or any of its Subsidiaries or against any of their properties or revenues that either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effectconclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Fidelity National Information Services, Inc.)