CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company. 2. A copy of the constitutional documents of the Additional Obligor. 3. A copy of a resolution of the board of directors of the Additional Obligor: (a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; (b) authorising a specified person or persons to execute the Accession Letter on its behalf; and (c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents. 4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above. 5. If the Additional Guarantor is incorporated in England and Wales, or if so required by the Agent, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party. 6. A certificate of the Additional Obligor (signed by a director) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 8. A copy of any other Authorisation or other document, opinion or assurance which the Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 9. If available, the latest audited financial statements of the Additional Obligor. 10. A legal opinion of Linklaters, legal advisers to the Mandated Lead Arranger and the Agent in England. 11. If the Additional Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Mandated Lead Arranger and the Agent in the jurisdiction in which the Additional Obligor is incorporated. 12. Legal opinions of each of the relevant legal advisers to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated. 13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. From: [ ] To: BNP Paribas as Agent Dated: Dear Sirs We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ] 1. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Credit Agreement referred to above is satisfied on the date of this Utilisation Request. [The proceeds of this Loan should be credited to [account [NB Not an account held in Austria]].]. 2. This Utilisation Request is irrevocable and signed at [place outside Austria]. 3. The Place of Performance shall be determined according to Clause 37 (Place of performance), but shall, in any case, be outside of Austria. No original or certified copy hereof shall be brought into Austria. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSES 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THE CREDIT AGREEMENT IN CONNECTION WITH THE FOREGOING. [•]
Appears in 1 contract
Sources: Credit Agreement (Sappi LTD)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a resolution of (or a committee of) the board of directors of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;
(b) authorising a specified person or persons to execute the Accession Letter on its behalf; and
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, including any Utilisation RequestRequest or Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.
4. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 above.
5. If In the case of an Additional Guarantor is incorporated in England and Wales, or if so required by the Agent, a copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
6. A certificate of the Additional Obligor (signed by a directoran authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing borrowing or similar limit binding on it to be exceeded.
7. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
8. A copy legal opinion of any other Authorisation or other document, opinion or assurance which the legal advisers to the Initial Arrangers and the Agent considers in England and Wales in relation to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for and the validity and enforceability obligations of any Finance Documentthe Additional Obligor under the Facility Agreement.
9. If available, the latest audited financial statements of the Additional Obligor.
10. A legal opinion of Linklaters, legal advisers to the Mandated Lead Arranger and the Agent in England.
11. If the Additional Obligor Borrower is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Mandated Lead Arranger Initial Arrangers and the Agent in the jurisdiction in which the Additional Obligor is incorporated. SCHEDULE 3 REQUESTS
PART I UTILISATION REQUEST
1. We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
122. Legal opinions of each of the relevant legal advisers to the Additional Obligor in the jurisdiction in which the Additional Obligor is incorporated.
13. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation to the proposed Additional Obligor. From: [ ] To: BNP Paribas as Agent Dated: Dear Sirs We wish to borrow a Loan on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Facility to be utilised: [Facility A]/[Facility B]*/[Facility C]/[Facility D] Currency of Loan: [ ] Amount: [ ] or, if less, the Available Facility Interest Period: [ ]
13. We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Credit Agreement referred to above is satisfied on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account [NB Not an account held in Austria]].account].
25. This Utilisation Request is irrevocable irrevocable. [name of relevant Borrower] * Delete as appropriate
PART II SELECTION NOTICE APPLICABLE TO A TERM LOAN
1. We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2. We refer to the following Facility A Loan/ Facility D Loan in [identify currency] with an Interest Period ending on [ ].*
3. We request that the above Facility A Loan/Facility D Loan be divided into [ ] Facility A Loans/ Facility D Loans with the following Base Currency Amounts and signed at Interest Periods:** or We request that the next Interest Period for the above Facility A Loan[s]/ Facility D Loan[s] is [ ].***
4. We request that the above Facility A Loan[s]/Facility D Loan[s] [place outside Austriais][are] [denominated in the same currency for the next Interest Period]/[denominated in the following currencies: [ ]]. As this results in a change of currency we confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Selection Notice. The proceeds of any change in currency should be credited to [account].
35. The Place This Selection Notice is irrevocable. * Insert details of Performance shall be determined according all Facility A or D Loans in the same currency which have an Interest Period ending on the same date. ** Use this option if division of Loans is requested [not available for Facility D Loans to Clause 37 (Place Canadian Borrowers]. *** Use this option if sub-division is not required. **** Change of performance), but shall, in any case, be outside of Austria. No original or certified copy hereof shall be brought into Austria. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAX. PLEASE READ CLAUSES 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THE CREDIT AGREEMENT IN CONNECTION WITH THE FOREGOING. [•]currency is not available for Facility D Loans
Appears in 1 contract
Sources: Facility Agreement (Rio Tinto PLC)
CONDITIONS PRECEDENT REQUIRED TO BE DELIVERED BY AN ADDITIONAL OBLIGOR. 1. An Accession Letter, duly executed by the Additional Obligor and the Company.
2. A copy of the constitutional documents of the Additional Obligor.
3. A copy of a good standing certificate with respect to each Additional Obligor whose jurisdiction of organisation is a state of the U.S. or the District of Columbia, issued as of a recent date by the Secretary of State or other appropriate official of such Additional Obligor's jurisdiction of incorporation or organisation.
4. A copy of a resolution of the board of directors or [managing partner][general partner][sole member][managing member] of the Additional Obligor:
(a) approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession LetterLetter and any other Finance Document to which it is a party;
(b) authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf; and;
(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices (including, in relation to an Additional Borrower, any Utilisation RequestRequest ) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party; and
(d) authorising the Company to act as its Facility Agent in connection with the Finance Documents.
45. A specimen of the signature of each person authorised by the resolution referred to in paragraph 3 4 above.
56. If the Additional Guarantor is incorporated in England and Wales, or if so required by the Agent, a A copy of a resolution signed by all the holders of the issued shares of the Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Guarantor is a party.
67. A certificate of the Additional Obligor (signed by a directordirector or other authorised signatory) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments Facilities would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
78. A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
89. If available, the latest audited financial statements of the Additional Obligor.
10. Each Security Document which the Facility Agent may require to be given by that Additional Obligor, duly executed by that Additional Obligor and, if required, the Security Agent.
11. Any notices or documents required to be given or executed or made under the terms of the Security Documents entered into by the Additional Obligor.
12. A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter and each Finance Document to which the Additional Obligor is a party or for the validity and enforceability of any Finance Document.
9. If available, the latest audited financial statements Document or of any Transaction Security created or intended to be created by the Additional Obligor.
1013. A legal opinion of Linklaters▇▇▇▇▇▇▇▇ Chance LLP, legal advisers to the Mandated Lead Arranger and the Facility Agent in Englandas to Dutch law.
1114. If the Additional Obligor is incorporated in a jurisdiction other than England and WalesThe Netherlands, a legal opinion of the legal advisers to the Mandated Lead Arranger and the Facility Agent in the jurisdiction in which the Additional Obligor is incorporated.
1215. Legal opinions of each of the relevant legal advisers to the Additional Obligor in the jurisdiction in which If the Additional Obligor is incorporatedorganised in a state of the U.S. or the District of Columbia, a certificate in form and substance satisfactory to the Facility Agent of the director of finance or other appropriate person of each Additional Obligor as to the solvency of such Additional Obligor.
13PART I UTILISATION REQUEST – LOANS Tradin – EUR 48,000,000 Multicurrency Facilities Agreement dated ____ September 2012 (the "Agreement")
1. If the proposed Additional Obligor is incorporated in a jurisdiction other than England and Wales, evidence that the process agent specified in Clause 38.2 (Service of process), if not an Obligor, has accepted its appointment in relation We refer to the proposed Additional ObligorAgreement. From: [ ] To: BNP Paribas as Agent Dated: Dear Sirs This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2. We wish to borrow a Loan on the following terms: Borrower [ ] Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Loan: [ ] Amount: [ ] or, if less, the Lender's Available Facility Participation Interest Period: [ ]
13. We confirm that each condition specified in Clause 4.2 (Further conditions precedentUncommitted Facilities) of the Credit Agreement referred to above is satisfied on the date of this Utilisation Request.
4. [The proceeds of this Loan should be credited to [account [NB Not an account held in Austria]].account].
25. We confirm that, at the date hereof, the Repeating Representations are true and no Event of Default or Default has occurred or would occur as a result of the making of this Utilisation.
6. This Utilisation Request is irrevocable and signed at [place outside Austriairrevocable.
PART II UTILISATION REQUEST - LETTERS OF CREDIT Tradin – EUR 48,000,000 Multicurrency Facilities Agreement dated ____ September 2012 (the "Facility Agreement")
1. We wish to arrange for a Letter of Credit to be issued by you on the following terms: Proposed Utilisation Date: [ ] (or, if that is not a Business Day, the next Business Day) Currency of Letter of Credit: [ ] Amount: [ ] or, if less, the Lender's Available Participation Beneficiary: [ ] Term or Expiry Date: [ ]
2. We confirm that each condition specified in paragraph (b) of Clause 4.2 (Uncommitted Facilities) is satisfied on the date of this Utilisation Request.
3. The Place We confirm that, at the date hereof, the Repeating Representations are true and no Event of Performance shall be determined according to Clause 37 (Place Default or Default has occurred or would occur as a result of performance), but shall, in any case, be outside the making of Austriathis Utilisation.
4. No original or certified We attach a copy hereof shall be brought into Austriaof the proposed Letter of Credit.
5. BRINGING THIS DOCUMENT OR ANY CERTIFIED COPY OF THIS DOCUMENT INTO THE REPUBLIC OF AUSTRIA AS WELL AS ANY WRITTEN CONFIRMATION OR WRITTEN REFERENCE TO THIS DOCUMENT MAY CAUSE THE IMPOSITION OF AUSTRIAN STAMP DUTY TAXThis Utilisation Request is irrevocable.
6. PLEASE READ CLAUSES 13.5 (STAMP TAXES), 29.1 (PAYMENTS TO THE AGENT), 31 (NOTICES) AND 37 (PLACE OF PERFORMANCE) OF THE CREDIT AGREEMENT IN CONNECTION WITH THE FOREGOING. Delivery Instructions: [•]specify delivery instructions] To: ING Bank N.V. as Facility Agent
Appears in 1 contract