Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition precedent that the Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lender: (a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB. (b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the transactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement. (c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder. (d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents (e) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto. (f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto. (g) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date. (h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement. (i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request. (j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The This Agreement and the obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject and the obligations of each Issuing Bank to issue Letters of Credit hereunder shall not become effective until the condition precedent that date on which the Administrative Agent shall have received executed counterparts of this Agreement by each of the parties hereto and each of the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof Closing Date as to the good standing of and charter documents certificate of incorporation filed by the Borrower. Table of Contents.
(ed) A favorable opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of PLLC, special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(ge) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hf) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever Notes, payable to each lenderthe respective Lenders that have requested the same prior to the Closing Date, in each case, under the Existing 364-Day Credit Agreementduly completed and executed.
(i) The Administrative Agent shall have received, at least five days prior to the Closing Date, all documentation and other information regarding the Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of the Borrower at least 10 days prior to the Closing Date and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five days prior to the Closing Date, any Lender that has requested, in a written notice to the Borrower at least 10 days prior to the Closing Date, a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (ii) shall be deemed to be satisfied).
(h) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender maymay reasonably request and as further described in the list of closing documents attached as Exhibit E. Furthermore, through the Administrative AgentAgent shall have received all fees and other amounts due and payable on or prior to the Closing Date, reasonably request.
(j) The Communications Agreementincluding, duly executed and delivered to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the BorrowerBorrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The This Agreement and the obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject and the obligations of the Issuing Bank to issue Letters of Credit hereunder shall not become effective until the condition precedent that date on which the Administrative Agent shall have received executed counterparts of this Agreement by each of the parties hereto and each of the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof Closing Date as to the good standing of and charter documents certificate of incorporation filed by the Borrower. Table of Contents.
(ed) A favorable opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of PLLC, special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(ge) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hf) Evidence of (x) the termination of the commitment of each lender that all principal, interest and (y) the payment other amounts owing by the Borrower under or in respect of the Existing Credit Agreement shall have been (or shall simultaneously be) paid in full and all amounts whatsoever payable commitments to each lenderextend credit thereunder shall have been terminated, in each case, under case in a manner satisfactory to the Existing 364-Day Credit AgreementAdministrative Agent.
(ig) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed.
(h) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender maymay reasonably request and as further described in the list of closing documents attached as Exhibit E. Furthermore, through the Administrative AgentAgent shall have received all fees and other amounts due and payable on or prior to the Closing Date, reasonably request.
(j) The Communications Agreementincluding, duly executed and delivered to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the BorrowerBorrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the condition conditions THIRD AMENDED AND RESTATED CREDIT AGREEMENT precedent that that, on a date (the “Effective Date”) not later than July 19, 2013, the Administrative Agent shall have received the following:
(a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Effective Date, Date and in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(ai) Evidence that The Revolving Loan Notes payable by the Company and any Designated Borrower shall have obtained to the order of each Lender requesting a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBRevolving Loan Note.
(bii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the other Loan Documents and the transactions contemplated herebyby the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents.
(ciii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder.
(div) A certificate from the Secretary of State favorable opinion of the State Company’s Law Department, substantially in the form of Delaware dated a date Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contentsrequest.
(ev) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.E.
(gvi) A certificate of a Responsible Officer senior officer of the Borrower certifying Company to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 5.01 are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) no event has occurred and is continuing which constitutes a Default.
(b) Confirmation that the payment by Company has delivered a written notice to each Departing Lender terminating as of the Borrower Effective Date all commitments of the Departing Lenders under the Existing Credit Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full.
(c) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest on the Loans as defined in, and all other amounts whatsoever payable to each lenderunder, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request(3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(c).
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is shall be subject to the condition conditions precedent that that, on a date (the “Effective Date”) not later than August 5, 2003, the Administrative Agent shall have received each of the following:
(a) Each of the following documents, each (unless otherwise specified below) dated the Effective Date, which shall be in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)Notes) in sufficient copies for each Lender:
(ai) Evidence that The Revolving Loan Notes payable by the Company and any Designated Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBto the order of the Lenders, respectively.
(bii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the transactions contemplated herebyNotes, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this AgreementAgreement and the Notes.
(ciii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(eiv) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the BorrowerCompany’s Law Department, substantially in the form of Exhibit C heretoD and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(fv) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.E.
(gvi) A certificate of a Responsible Officer senior officer of the Borrower certifying Company to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 5.01 are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.no event has occurred and is continuing which constitutes a Default. CREDIT AGREEMENT
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(jvii) The Communications Agreement, duly executed and delivered by the BorrowerCompany.
(b) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), including without limitation all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have been invoiced to the Company at least two (2) Business Days prior to the Effective Date, and (2) the Company has paid in full the principal of and interest on the Loans and the Notes as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement and has terminated the Commitments as defined therein.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the condition conditions precedent that that, on a date (the “Effective Date”) not later than October 31, 2014, the Administrative Agent shall have received the following:
(a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Effective Date, Date and in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(ai) Evidence that This Agreement, duly executed and delivered by each of the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBBorrowers.
(bii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of each such Lender.
(iii) Certified copies of (x) the charter and by-laws of the each Borrower, (y) the resolutions of the Board board of Directors directors (or equivalent governing body) of the each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the Notes and the transactions contemplated herebyby the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents.
(civ) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary (or equivalent officer) of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(ev) A favorable opinion of ▇▇▇▇ ▇▇(x) ▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York LLP U.S. counsel to the Borrowers and (y) certain local counsel to each of the Euro Borrowers, in each case, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such other matters relating hereto as any Lender, through the Administrative Agent, substantially in the form of Exhibit D hereto.may reasonably request. AMENDED AND RESTATED CREDIT AGREEMENT FMC CORPORATION
(gvi) A certificate of a Responsible Officer senior officer of the U.S. Borrower certifying to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 Article V (Representations and Warranties) are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) no event has occurred and is continuing which constitutes a Default.
(vii) Such other certificates, documents, agreements and information respecting any Borrower as any Lender through the payment Administrative Agent may reasonably request, including without limitation, at least five Business Days prior to the Effective Date, all documentation and other information relating to the Borrowers required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, as reasonably requested by any of the Administrative Agent and the Lenders at least 10 Business Days prior to the Effective Date.
(b) Confirmation that the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent (including, without limitation, amounts then payable under the Agency Fee Letter) and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all amounts whatsoever payable to each lenderaccrued but unpaid fees (including, in each casewithout limitation, facility fees) and expenses under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Conditions Precedent to Initial Borrowing. The obligation of each Lender Fleet to make an Advance on the occasion of the initial Borrowing and the obligation of Fleet to issue the initial Letters of Credit is subject to the condition precedent that the Administrative Agent Fleet shall have received on or before the day of the initial Borrowing, and in any event no later than February 14, 2002, the following, each (unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderFleet:
(a) Evidence that This Agreement executed by the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 Borrowers, the Parent and a Standard & Poor’s Rating at or above BBBFleet.
(b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of each of the Borrower authorizing Borrowers and the Parent approving this Agreement and the transactions contemplated herebyAgreement, and (z) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(c) A certificate of the Secretary or an Assistant Secretary Clerk, as the case may be, of each of the Borrower Borrowers and the Parent certifying the names and true signatures of the officers of the Borrower Borrowers and the Parent authorized to sign this Agreement and the other documents to be delivered hereunderhereunder to which they are a party and in the case of each Borrower (other than Quaker Mexico) and the Parent, certifying as to the accuracy and currency of the respective Articles of Organization or other charter documents and By-laws.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(e) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, General Counsel of to the BorrowerBorrowers and the Parent, substantially in the form of Exhibit C B hereto.
(e) A certificate of good standing of each of the Borrowers (other than Quaker Mexico) and the Parent certified by the secretary of state of the jurisdiction in which it is incorporated.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.[Intentionally Omitted]
(g) A certificate of a Responsible Officer The Borrowers and the Parent shall have paid to Fleet all fees to be paid on the Closing Date in accordance with the provisions of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such dateFee Letter.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.[Intentionally Omitted]
(i) Such other approvals, opinions and documents relating The Company shall have received the principal amount of the 7.56% Senior Notes issued pursuant to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Additional Note Agreement, duly executed which 7.56% Senior Notes and delivered by the BorrowerAdditional Note Agreement shall be on terms and conditions satisfactory to Fleet.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition precedent that the Administrative Agent shall have received the following, each (where applicable and unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(a) Evidence that the Borrower The Administrative Agent (or its counsel) shall have obtained received from each party hereto either (i) a ▇▇▇▇▇’▇ Rating at counterpart of this Agreement signed on behalf of such party or above Baa2 and (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a Standard & Poor’s Rating at or above BBBsigned signature page of this Agreement) that such party has signed a counterpart of this Agreement.
(b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the transactions contemplated hereby, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(c) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof Closing Date as to the good standing of and charter documents filed by the Borrower. Table of Contents.
(e) A favorable opinion of J▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇, General Counsel of Esq., counsel to the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(g) A certificate of a two Responsible Officer Officers of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(ig) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(jh) The Communications AgreementAll fees and other amounts due and payable on or prior to the Effective Date, duly executed and delivered including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the BorrowerBorrower hereunder. Notwithstanding the foregoing, the obligations of the Lenders to lend hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.01) on or prior to September 15, 2007.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of the initial Borrowing is subject to the condition conditions precedent that the Administrative Agent shall have received received, on or before the day of the Effective Date (unless otherwise indicated), the following, each dated the same day (unless otherwise specified below) dated the Effective Dateindicated), in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderBank:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and Borrower, approving this Agreement and the transactions contemplated hereby, and (z) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower Borrower, certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from Copies of the Secretary currently-effective articles or certificates of State incorporation of the Borrower, and all amendments thereto, accompanied by certificates that such copies are correct and complete, one dated a date not more than 60 days prior to the date of the initial Borrowing, issued by the appropriate governmental authority of the State of Delaware Utah and one dated a date reasonably close to the date hereof as to of the good standing of and charter documents filed initial Borrowing, executed by the President, a Vice President, the Secretary, or an Assistant Secretary of the Borrower. Table .
(d) Copies of Contentsthe currently-effective Bylaws, and all amendments thereto, of the Borrower, accompanied by a certificate dated the date of the initial Borrowing, certifying that such copy is correct and complete, executed by the President, a Vice President, the Secretary, or Assistant Secretary of the Borrower.
(e) A favorable opinion Favorable opinions of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel counsel of the Borrower and special New York counsel to the Borrower, substantially in the form forms of Exhibit C heretoEXHIBIT C-1 and C-2 respectively, hereto and as to such other matters as any Bank through the Administrative Agent may reasonably request.
(f) A favorable opinion of Milbank, Tweed, Hayn▇▇▇▇ ▇▇▇ & Boon▇, ▇▇▇▇▇ LLP.L.P., special New York counsel to for the Administrative Agent, substantially in the form of Exhibit EXHIBIT D hereto.
(g) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Competitive Advance/Revolving Credit Agreement (Union Pacific Resources Group Inc)
Conditions Precedent to Initial Borrowing. The This Agreement and the obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject and the obligations of each Issuing Bank to issue Letters of Credit hereunder shall not become effective until the condition precedent that date on which the Administrative Agent shall have received executed counterparts of this Agreement by each of the parties hereto and each of the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof Closing Date as to the good standing of and charter documents certificate of incorporation filed by the Borrower. Table of Contents.
(ed) A favorable opinion of ▇▇▇▇▇ & ▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of PLLC, special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(ge) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hf) Evidence of (x) Notes, payable to the termination order of the commitment of each lender respective Lenders that have requested the same prior to the Closing Date, duly completed and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreementexecuted.
(ig) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender maymay reasonably request and as further described in the list of closing documents attached as Exhibit E. Furthermore, through the Administrative AgentAgent shall have received all fees and other amounts due and payable on or prior to the Closing Date, reasonably request.
(j) The Communications Agreementincluding, duly executed and delivered to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the BorrowerBorrower hereunder. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the condition conditions precedent that that, on a date (the “Effective Date”) not later than June 23, 2011, the Administrative Agent shall have received the following:
(a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Effective Date, Date and in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(ai) Evidence that The Revolving Loan Notes payable by the Company and any Designated Borrower shall have obtained to the order of each Lender requesting a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBRevolving Loan Note.
(bii) Certified copies of (x) the charter and by-laws of the BorrowerCompany, (y) the resolutions of the Board of Directors of the Borrower Company authorizing and approving this Agreement and the other Loan Documents and the transactions contemplated herebyby the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents.
(ciii) A certificate of the Secretary or an Assistant Secretary of the Borrower Company certifying the names and true signatures of the officers of the Borrower Company authorized to sign this Agreement and the other Loan Documents and the other documents to be delivered hereunder.
(div) A certificate from the Secretary of State favorable opinion of the State Company’s Law Department, substantially in the form of Delaware dated a date Exhibit D and covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contentsrequest.
(ev) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.E.
(gvi) A certificate of a Responsible Officer senior officer of the Borrower certifying Company to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 5.01 are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) no event has occurred and is continuing which constitutes a Default.
(b) Confirmation that the payment by Company has delivered a written notice to each Departing Lender terminating as of the Borrower Effective Date all commitments of the Departing Lenders under the Existing Credit Agreement, and all amounts owing (whether or not due) under the Existing Credit Agreement and related documents through and including the Effective Date to each Departing Lender shall have been paid in full.
(c) Confirmation that (1) the Company has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, to the extent the same have SECOND AMENDED AND RESTATED CREDIT AGREEMENT been invoiced to the Company at least two (2) Business Days prior to the Effective Date, (2) the Company has paid in full the accrued and unpaid interest on the Loans as defined in, and all other amounts whatsoever payable to each lenderunder, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request(3) all Existing Letters of Credit have become Letters of Credit pursuant to Section 2.04(c).
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the condition conditions precedent that that, on a date (the “Effective Date”) not later than August 15, 2011, the Administrative Agent shall have received the following:
(a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Effective Date, Date and in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(ai) Evidence that This Agreement, duly executed and delivered by each of the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBBorrowers.
(bii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of each such Lender.
(iii) Certified copies of (x) the charter and by-laws of the each Borrower, (y) the resolutions of the Board board of Directors directors (or equivalent governing body) of the each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the Notes and the transactions contemplated herebyby the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents.
(civ) A certificate of the Secretary secretary or an Assistant Secretary assistant secretary (or equivalent officer) of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(ev) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special New York LLP U.S. counsel to the Borrowers, in form and substance reasonably accepted to the Administrative Agent and Lenders and covering such other matters relating hereto as any Lender, through the Administrative Agent, substantially in the form of Exhibit D heretomay reasonably request.
(gvi) A certificate of a Responsible Officer senior officer of the U.S. Borrower certifying to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 Article V (Representations and Warranties) are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreementno event has occurred and is continuing which constitutes a Default.
(ivii) Such other approvalscertificates, opinions documents, agreements and documents relating to this Agreement and the transactions contemplated hereby information respecting any Borrower as any Lender through the Administrative Agent or any Lender may, through the Administrative Agent, may reasonably request.
(jb) The Communications AgreementConfirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), duly executed together with all accrued but unpaid fees and delivered by expenses under the BorrowerExisting Credit Agreements, (2) the U.S. Borrower has paid in full the accrued and unpaid interest on the Loans and the Notes, in each case as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreements, (3) the Existing Credit Agreements have been terminated and are no longer in effect and (4) all Existing Letters of Credit have become Letters of Credit pursuant to Section 3.04(k).
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance a Loan on the occasion of the initial Borrowing is and of an Issuing Bank to issue the initial Letter of Credit, whichever shall first occur, shall be subject to the condition conditions precedent that that, on a date (the “Effective Date”) not later than August 28, 2007, the Administrative Agent shall have received the following:
(a) Each of the following documents, each (unless otherwise specified below) which shall be dated the Effective Date, Date and in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each LenderAgent:
(ai) Evidence that This Agreement, duly executed and delivered by each of the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBBorrowers.
(bii) Upon request of any Lender, the Revolving Loan Notes payable by the U.S. Borrower and any Euro Borrower to the order of each such Lender.
(iii) Certified copies of (x) the charter and by-laws of the each Borrower, (y) the resolutions of the Board of Directors (or equivalent governing body) of the each Borrower authorizing and approving this Agreement Agreement, the Guaranty and the Notes and the transactions contemplated herebyby the Loan Documents, and (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Loan Documents.
(civ) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the each Borrower authorized to sign this Agreement Agreement, the Guaranty and the Notes and the other documents to be delivered hereunder.
(d) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(ev) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York Bockius LLP U.S. counsel to the Administrative AgentBorrowers, substantially in the form of Exhibit D heretoand covering such other matters relating hereto as any Lender, through the Administrative Agent, may reasonably request.
(gvi) A certificate of a Responsible Officer senior officer of the U.S. Borrower certifying to the effect that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (iix) the representations and warranties contained in Section 4.01 Article V are true and correct on and as of the date thereof as if made on and as of (other than any such representations or warranties which, by their terms, refer to a prior date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreementno event has occurred and is continuing which constitutes a Default.
(ivii) Such other approvalscertificates, opinions documents, agreements and documents relating to this Agreement and the transactions contemplated hereby information respecting any Borrower as any Lender through the Administrative Agent or any Lender may, through the Administrative Agent, may reasonably request.
(jb) The Communications Confirmation that (1) the U.S. Borrower has paid all accrued fees and expenses of the Administrative Agent and the Lenders hereunder (including the fees and expenses of counsel to the Administrative Agent to the extent then payable), together with all accrued but unpaid fees and expenses under the Existing Credit Agreement, duly executed (2) the U.S. Borrower has paid in full the accrued and delivered by unpaid interest on the BorrowerLoans and the Notes, in each case as defined in, and all other amounts whatsoever payable under, the Existing Credit Agreement, (3) the Existing Credit Agreement has been terminated and is no longer in effect and (4) all Existing Letters of Credit have become Letters of Credit pursuant to Section 3.04(k).
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Conditions Precedent to Initial Borrowing. The ----------------------------------------- obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition following conditions precedent that the being satisfied:
(a) The Administrative Agent shall have received on or before the following, each (unless otherwise specified below) dated day of the Effective Date, initial Borrowing the following in form and substance satisfactory to the Administrative Agent Agent, each dated the Closing Date, and (except for the items in clauses (a), (b) and (d)Notes) in sufficient copies for each Lender:
(ai) Evidence that The Revolving Credit Notes payable to the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBorder of the Lenders, respectively.
(bii) Certified copies of (x) the Partnership Agreement and of the charter and by-laws (or equivalent documents) of the Borrower, General Partner (yeach such copy certified as of a date reasonably close to the Closing Date) the resolutions and a certificate of the Board of Directors General Partner certifying as to the authority of the Borrower authorizing (including, without limitation, board of director resolutions and approving evidence of the incumbency of officers for each General Partner) to execute, deliver and perform this Agreement and the transactions contemplated hereby, Notes and each other document to be delivered by the Borrower from time to time in connection herewith and the Advances hereunder (z) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect the Lender may conclusively rely on such certificate until it receives notice in writing from such General Partner to this Agreement.the contrary);
(ciii) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.;
(div) A certificate from the Secretary of State a Senior Financial Officer of the State of Delaware dated a date reasonably close Borrower to the date hereof as effect set forth in clauses (a), (b) and (c) of Section 4.02;
(v) A favorable opinion of Ropes & ▇▇▇▇, counsel to the good standing of Borrower, in form and charter documents filed substance satisfactory to the Lenders, covering such matters incident to the transactions contemplated hereby as may be requested by the Borrower. Table of ContentsLenders through the Administrative Agent;
(evi) A favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., General Counsel of to the BorrowerGeneral Partner, substantially in form and substance satisfactory to the form of Exhibit C hereto.Lenders and the Administrative Agent, covering such matters incident to the transactions contemplated hereby as may be requested by the Lenders through the Administrative Agent;
(fvii) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP▇, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.D.
(gb) A certificate The Borrower shall have paid all accrued fees and expenses of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through and the fees of the Lenders (including the fees and expenses of counsel to the Administrative Agent, reasonably requestAgent to the extent then payable).
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (New England Investment Companies L P)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition precedent that the Closing Date shall occur on or before December 31, 2002 and that the Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents.
(ed) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, General Counsel of L.L.P., special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(fe) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(gf) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hg) Evidence of (x) the termination of the commitment of each lender under the Existing Credit Agreement and (y) of the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, by it under the Existing 364-Day Credit Agreement. Table of Contents
(h) The Communications Agreement, duly extended and delivered by the Borrower and the Administrative Agent.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, Agent may reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to shall not become effective until the condition precedent that date on which the Administrative Agent shall have received executed counterparts of this Agreement by each of the followingparties hereto and each of the following on or before April 6, 2007, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof Closing Date as to the good standing of and charter documents certificate of incorporation filed by the Borrower. Table of Contents.
(ed) A favorable opinion of K▇▇▇▇▇▇ C▇▇▇▇▇▇▇▇ L▇▇▇▇▇▇ & H▇▇▇▇▇▇, General Counsel of L.L.P., special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(fe) A favorable opinion of Milbank, Tweed, ▇H▇▇▇▇▇ & ▇M▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(gf) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.and
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The This Agreement (and the amendment and restatement of the Existing Credit Agreement to be effected hereby) and the obligation of each Lender to make an its Advance on the occasion of the initial Borrowing is shall be subject to the condition precedent satisfaction, on or before July 30, 2007, of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto.
(b) The following statements shall be true on the Effective Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Effective Date, stating that:
(i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on and as of the Effective Date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and
(ii) no Default has occurred and is continuing on and as of the Effective Date.
(c) The Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)Notes) in sufficient copies for each Lender:
(ai) Evidence that If requested by any Lender pursuant to Section 2.01(c), a Note for the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Pooraccount of such Lender, duly executed by each Borrower, in the amount of such Lender’s Rating at or above BBBCommitment as in effect on the Effective Date.
(bii) Certified copies of (x) the charter certificate of incorporation and by-laws of each Borrower as in effect on the Borrower, Effective Date.
(yiii) Certified copies of the resolutions of the Board of Directors of each of the Borrower authorizing and Borrowers approving this Agreement and the transactions contemplated herebyNotes, and (z) of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this AgreementAgreement and the Notes.
(civ) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(dv) A certificate from Evidence that all principal, interest and other amounts owing by the Secretary Borrowers under the Existing Credit Agreement to any lender thereunder that is not a Lender hereunder shall have been (or shall simultaneously be) paid in full and all commitments to extend credit thereunder of State of the State of Delaware dated any such lender shall have been terminated, in each case in a date reasonably close manner satisfactory to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of ContentsAdministrative Agent.
(evi) A favorable An opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Esq., Managing Director, Secretary and Assistant General Counsel of the BorrowerAmbac Financial, substantially in the form of Exhibit C E hereto.
(fvii) A favorable An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto.
(viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto.
(ix) An opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto.
(x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, in form and substance satisfactory to the Administrative Agent.
(xi) An opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D I hereto.
(gd) A certificate The Administrative Agent shall have received payment of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred all fees, costs and is continuing, expenses due and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment payable by the Borrower of all amounts whatsoever payable Borrowers on the Effective Date pursuant to each lender, in each case, under the Existing 364-Day Credit this Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Ambac Financial Group Inc)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an the Advance on the occasion of comprising the initial Borrowing is subject to the condition precedent that the Administrative Agent following conditions precedent:
(a) Lender shall have received all of the followingLoan Documents including, each (unless otherwise specified below) dated without limitation, the Effective Date, following documents in form and substance satisfactory to Lender and, as appropriate, duly executed by the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lenderparties thereto:
(ai) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 The Resolution to Borrow; and
(ii) The following Lender-prepared documents: Notice of Final Agreement and a Standard & Poor’s Rating at or above BBBDisbursement Request and Authorization.
(b) Lender shall have received:
(i) A facility fee equal to $100,000 and a documentation fee equal to $1,250, or written authorization to debit such fees from a Borrower deposit account held at Lender; and
(ii) reimbursement of all legal fees and costs incurred by Lender to its outside counsel.
(c) Lender shall have received all of the following documents and information in form and substance reasonably satisfactory to Lender and, as appropriate, duly executed by the parties thereto:
(i) A copy of the certificate of formation of Borrower certified by the Secretary of State of the State of Delaware, and a copy of the trust agreement/operating agreement of Borrower certified by its secretary or other authorized officer.
(ii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board board of Directors trustees of Borrower approving the Borrowings contemplated hereby and authorizing the execution and delivery of the Loan Documents by Borrower authorizing and approving this Agreement and the transactions contemplated herebyperformance of Borrower’s obligations thereunder, and (z) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreementthe Advances and the Loan Documents.
(ciii) A certificate An officer’s certificate, on behalf of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers or other representatives of the Borrower authorized to sign this Agreement the Loan Documents and the other documents to be delivered hereunder.
(div) A certificate of good standing for Borrower from the Secretary of State of the State of Delaware and each other state in which it is authorized to do business, dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
within thirty (e30) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel days of the Borrower, substantially in the form of Exhibit C heretoinitial Borrowing.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(g) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hv) Evidence of (x) the termination Borrower’s insurance as required in Section 5.4 of the commitment this Agreement, together with appropriate loss payee and additional insured endorsements in favor of each lender Lender, all in form and (y) the payment by the Borrower of all amounts whatsoever payable substance acceptable to each lender, in each case, under the Existing 364-Day Credit Agreement.Lender; and
(ivi) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby or instruments as the Administrative Agent or any Lender may, through the Administrative Agent, may reasonably request.
(jd) The Communications AgreementLender shall have received reimbursement for all documented search fees, duly executed filing fees and delivered other out-of-pocket fees and costs incurred by the BorrowerLender in connection with this Agreement and transaction contemplated hereby.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing hereunder is subject to the condition satisfaction of the following conditions precedent that before or concurrently with the initial Borrowing:
(a) The Administrative Agent shall have received on or before the day of the initial Borrowing the following, each dated such day (unless otherwise specified below) dated the Effective Datespecified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the items in clauses (a), (b) and (d)Notes) in sufficient copies for each Lender:
(ai) Evidence that The Bridge Notes payable to the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBorder of the Lenders.
(bii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of each Borrower and of the Borrower authorizing and manager's consent of CCI approving this Agreement each Loan Document, the Rollover Indenture and the transactions contemplated herebyRegistration Rights Agreement, and (z) of all documents evidencing other necessary corporate and limited liability company action and governmental approvalsand other third party approvals and consents, if any, with respect to this each Loan Document to which it is or is to be a party and each of the Rollover Indenture and the Registration Rights Agreement.
(ciii) A copy of a certificate of the Secretary of State of the State of Delaware, dated reasonably near the date of the initial Borrowing, certifying (A) as to a true and correct copy of the charter or certificate of formation of such Borrower and each amendment thereto on file in such Secretary's office and (B) that (1) such amendments are the only amendments to such Borrower's charter or certificate of formation on file in such Secretary's office, (2) such Borrower has paid all franchise taxes to the date of such certificate and (C) such Borrower is duly formed and in good standing or presently subsisting under the laws of the State of the jurisdiction of its organization.
(iv) A certificate of each Borrower, signed on behalf of such Borrower by its President or a Vice President and its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter or certificate of formation of such Borrower since the date of the Secretary of State's certificate referred to in Section 3.1(a)(iii), (B) a true and correct copy of the bylaws or limited company agreement of such Borrower as in effect on the date on which the resolutions referred to in Section 3.1(a)(ii) were adopted and on the date of the initial Borrowing, (C) the due organization and good standing or valid existence of such Borrower as a corporation or limited liability company organized under the laws of the jurisdiction of its organization, and the absence of any proceeding for the dissolution or liquidation of such Borrower, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the initial Borrowing and (E) the absence of any event occurring and continuing, or resulting from the initial Borrowing, that constitutes a Default.
(v) A certificate of the Secretary or an Assistant Secretary of the each Borrower certifying the names and true signatures of the officers of the such Borrower authorized to sign this Agreement each Loan Document, the Rollover Indenture, the Registration Rights Agreement, and the other documents to be delivered hereunderhereunder and thereunder.
(dvi) Such financial, business and other information regarding each Borrower and its Subsidiaries as the Lenders shall have requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans and Multiemployer Plans, collective bargaining agreements and other arrangements with employees, audited annual financial statements dated December 31, 1999, and interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lenders' due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the initial Borrowing).
(vii) A certificate from the Secretary Notice of State of the State of Delaware dated a date reasonably close Borrowing relating to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contentsinitial Borrowing.
(eviii) A favorable opinion of ▇Irell & Mane▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of counsel for the BorrowerBorrowers, in substantially in the form of Exhibit C heretoF hereto and as to such other matters as any Lender through the Administrative Agent may reasonably request.
(fb) A favorable opinion The Administrative Agent shall be satisfied, in its reasonable judgment, that there is adequate availability under the Existing Credit Agreements.
(c) The Borrowers shall have paid all accrued fees of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York the Agents and the Lenders and all accrued expenses of the Agents (including the accrued fees and expenses of counsel to the Administrative Agent, substantially in the form of Exhibit D hereto).
(gd) A certificate of a Responsible Officer of the Borrower certifying that On and after April 28, 2000, (i) no Default or Event of Default as downgrading (other than a downgrading resulting from the execution of the date thereof has Commitment Letter or this Agreement, or from the Borrowings hereunder) shall have occurred and in the rating accorded debt securities of either Borrower by any "nationally recognized statistical rating organization" (as such term is continuingdefined by the SEC for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended), and (ii) no such organization shall have publicly announced that it has either Borrower under surveillance or review, with possible negative implications, excluding any such surveillance or review caused by the representations and warranties contained in Section 4.01 are true and correct on and as execution of the date thereof as if made on and as of such dateCommitment Letter or this Agreement, or the Borrowings hereunder.
(he) Evidence of (x) the termination of the commitment of each lender and (y) the payment There shall not have occurred any disruption or adverse change, as determined by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent in its sole discretion, in the financial or any Lender maycapital markets generally, through or in the Administrative Agentmarkets for bridge loan syndication, reasonably requesthigh yield debt or equity securities in particular or affecting the syndication or a funding of bridge loans (or the refinancing thereof) that may have a material adverse impact on the ability to sell or place debt securities or to syndicate the Advances.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Senior Bridge Loan Agreement (Charter Communications Holdings Capital Corp)
Conditions Precedent to Initial Borrowing. The obligation of each Lender Bank to make an Advance on the occasion of the initial Borrowing is subject to the condition following conditions precedent that (each of the Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Date, documents referred to below to be in form and substance satisfactory to the Administrative Agent Agent, dated a date on or within 10 days prior to the date hereof and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lender:Bank):
(a) Evidence that The Administrative Agent shall have received, on behalf of the Banks, a certificate of the Secretary or an Assistant Secretary of the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.certifying as to:
(b) Certified copies of (x) the charter and by-laws of the Borrower, (yi) the resolutions of the Board of Directors of the Borrower authorizing and approving this Agreement and the transactions contemplated hereby, and (z) of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement.,
(cii) A certificate a true and correct copy of the Secretary or an Assistant Secretary bylaws of the Borrower certifying as then in effect and
(iii) the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(db) A certificate from The Administrative Agent shall have received, on behalf of the Banks, a copy of the restated articles of incorporation of the Borrower and each amendment thereto, each certified by the Secretary of State of the State of Delaware dated Utah as being a date reasonably close to true and correct copy thereof, and a certificate of said Secretary of State stating that the date hereof as to the Borrower has legal existence and is in good standing with the office of and charter documents filed by the Borrower. Table said Secretary of ContentsState.
(ec) A The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, the Senior Vice President and General Counsel or Senior Corporate Counsel of the Borrower, substantially in the form of Exhibit C heretohereto and as to such other matters as any Bank through the Administrative Agent may reasonably request.
(fd) A The Administrative Agent shall have received, on behalf of the Banks, a favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to for the Administrative Agent, substantially in the form of Exhibit D hereto.
(ge) The Borrower shall have paid all fees due and payable as of or before the Closing Date to the Banks.
(f) A certificate of a Responsible Officer from an officer of the Borrower certifying to the effect that (i) no Default or Event of hereunder shall have occurred and be continuing; (ii) no Default under, and as defined in, the Existing Revolving Credit Agreement shall have occurred and be continuing; and (iii) each of the representations and warranties in Section 4.01 of this Agreement is true and correct on the date hereof.
(g) The Administrative Agent shall have received evidence that, on or prior to the Closing Date, the Borrower shall have (i) repaid in full the outstanding principal amount of each of the outstanding “Advances” and “Special Rate Loans” under, and as defined in, the Existing Revolving Credit Agreement, together with all accrued and unpaid interest thereon, all fees payable in respect thereof has occurred and is continuingall other amounts payable thereunder, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as canceled each of the date thereof “Commitments” as if made on and as of such datedefined therein.
(h) Evidence of (x) the termination The Administrative Agent shall have received, on behalf of the commitment Banks, a favorable opinion of each lender and (y) Utah counsel for the payment by the Borrower of all amounts whatsoever payable to each lenderBorrower, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions form and documents relating substance and covering such matters as reasonably satisfactory to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an Advance on the occasion of the initial Borrowing is subject to the condition precedent that the Closing Date shall occur on or before April 11, 2005, and that the Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (dc)) in sufficient copies for each Lender:
(a) Evidence that the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBB.
(b) Certified copies of (x) the charter certificate of incorporation and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing the making and approving performance by the Borrower of this Agreement and the transactions contemplated hereby, and (z) all documents evidencing all other necessary corporate action and governmental approvals, if any, with respect to this Agreement.
(cb) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered hereunder.
(dc) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents certificate of incorporation filed by the Borrower. Table of Contents.
(ed) A favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, General Counsel of L.L.P., special counsel to the Borrower, substantially in the form of Exhibit C hereto.
(fe) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(gf) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(hg) Evidence of (x) the termination of the commitment of each lender under the Existing Credit Agreement and (y) of the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, by it under the Existing 364-Day Credit Agreement.
(h) Notes, payable to the order of the respective Lenders that have requested the same prior to the Closing Date, duly completed and executed.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, Agent may reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Coca Cola Bottling Co Consolidated /De/)
Conditions Precedent to Initial Borrowing. The obligation of each Lender to make an its Advance on the occasion of the initial Borrowing is shall be subject to the condition precedent satisfaction, on or before July 28, 2005 of the following conditions precedent:
(a) The Administrative Agent shall have received counterparts of this Agreement executed by the parties hereto.
(b) The following statements shall be true on the Closing Date and the Administrative Agent shall have received, with a copy for each Lender, a certificate signed by a duly authorized officer of each Borrower, dated the Closing Date, stating that:
(i) the representations and warranties made by such Borrower and contained in Section 4.01 are true and correct on and as of the Closing Date (it being understood and agreed that any representation or warranty which expressly refers by its terms to a specified date shall be required to be correct in all material respects only as of such date), and
(ii) no Default has occurred and is continuing on and as of the Closing Date.
(c) The Administrative Agent shall have received the following, each (unless otherwise specified below) dated the Effective Closing Date, in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)Notes) in sufficient copies for each Lender:
(ai) Evidence that If requested by any Lender pursuant to Section 2.01(c), a Note for the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Pooraccount of such Lender, duly executed by each Borrower, in the amount of such Lender’s Rating at or above BBBCommitment as in effect on the Closing Date.
(bii) Certified copies of (x) the charter certificate of incorporation and by-laws of each Borrower as in effect on the Borrower, Closing Date.
(yiii) Certified copies of the resolutions of the Board of Directors of each of the Borrower authorizing and Borrowers approving this Agreement and the transactions contemplated herebyNotes, and (z) of all documents evidencing other necessary corporate action action, third-party and governmental approvalsapprovals and consents, if any, with respect to this AgreementAgreement and the Notes.
(civ) A certificate of the Secretary or an Assistant Secretary of each of the Borrower Borrowers certifying the names and true signatures of the officers of each of the Borrower Borrowers, respectively, authorized to sign this Agreement and the Notes and the other documents to be delivered hereunder.
(dv) A certificate from the Secretary of State Evidence of the State termination of Delaware all the outstanding commitments and payment in full of all outstanding obligations of the Borrowers under the Credit Agreement dated a date reasonably close to as of July 29, 2004, as amended, among the date hereof Borrowers, the Lenders named therein and Citibank N.A., as to the good standing of and charter documents filed by the Borrower. Table of ContentsAdministrative Agent.
(evi) A favorable An opinion of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Esq., Managing Direct, Secretary and Assistant General Counsel of the BorrowerAmbac Financial, substantially in the form of Exhibit C E hereto.
(fvii) A favorable An opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq., Senior Vice President and General Counsel of Ambac Assurance, substantially in the form of Exhibit F hereto.
(viii) An opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, S.C., Wisconsin special counsel to Ambac Assurance, substantially in the form of Exhibit G hereto.
(ix) An opinion of Shearman & Sterling LLP, special New York counsel for the Borrowers, substantially in the form of Exhibit H hereto.
(x) An opinion of an external counsel for the Borrowers saying that neither Borrower is an “investment company” within the meaning of the Investment Company Act of 1940, as amended, in form and substance satisfactory to the Administrative Agent.
(xi) An opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D I hereto.
(gd) A certificate The Administrative Agent shall have received payment of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred all fees, costs and is continuing, expenses due and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such date.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment payable by the Borrower of all amounts whatsoever payable Borrowers on the Closing Date pursuant to each lender, in each case, under the Existing 364-Day Credit this Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Ambac Financial Group Inc)
Conditions Precedent to Initial Borrowing. The obligation of each the Lender to make an Advance on the occasion of the initial Borrowing hereunder is subject to the condition satisfaction of the following conditions precedent that before or concurrently with the Administrative Agent initial Borrowing:
(a) The Borrower shall have paid all accrued fees and expenses of the Lender (including the accrued fees (up to an amount equal to not more than the lesser of (x) $19,000 and (y) the sum of $14,000 plus 50% of such fees in excess of $14,000) and expenses of counsel to the Lender) to the extent requested as of the date of the initial Borrowing.
(b) The Lender shall have received on or before the day of the initial Borrowing the following, each dated such day (unless otherwise specified below) dated the Effective Datespecified), in form and substance satisfactory to the Administrative Agent and (except for the items in clauses (a), (b) and (d)) in sufficient copies for each Lender:
(ai) Evidence that A Note payable to the Borrower shall have obtained a ▇▇▇▇▇’▇ Rating at or above Baa2 and a Standard & Poor’s Rating at or above BBBorder of the Lender in the face amount of the Lender's Commitment.
(bii) Certified copies of (x) the charter and by-laws of the Borrower, (y) the resolutions of the Board of Directors of the Borrower authorizing and Borrower, approving this Agreement and the transactions contemplated herebyNote, and (z) of all documents evidencing other necessary corporate action and governmental approvalsand other third party approvals and consents, if any, with respect to this AgreementAgreement and the Note.
(ciii) A copy of a certificate of the Secretary of State of the jurisdiction of the Borrower's incorporation, dated reasonably near the date of the initial Borrowing, listing the charter of the Borrower and each amendment thereto on file in his office and certifying that (A) such amendments are the only amendments to the Borrower's charter on file in the Secretary of State's office, (B) the Borrower has paid all franchise taxes to the date of such certificate and (C) the Borrower is duly incorporated and in good standing under the laws of the State of the jurisdiction of its incorporation.
(iv) A certificate of the Borrower, signed on behalf of the Borrower by its Secretary or any Assistant Secretary, dated the date of the initial Borrowing (the statements made in which certificate shall be true on and as of the date of the initial Borrowing), certifying as to (A) the absence of any amendments to the charter of the Borrower since the date of the Secretary of State's certificate referred to in Section 3.01(b)(iii) and (B) a true and correct copy of the bylaws of the Borrower as in effect on the date of the initial Borrowing.
(v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement Agreement, the Note and the other documents to be delivered hereunder.
(dvi) A certificate from the Secretary of State of the State of Delaware dated a date reasonably close to the date hereof as to the good standing of and charter documents filed by the Borrower. Table of Contents
(e) A favorable opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇, General Counsel of the Borrower, substantially in the form of Exhibit C hereto.
(f) A favorable opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, special New York counsel to the Administrative Agent, substantially in the form of Exhibit D hereto.
(g) A certificate of a Responsible Officer of the Borrower certifying that (i) no Default or Event of Default as of the date thereof has occurred and is continuing, and (ii) the representations and warranties contained in Section 4.01 are true and correct on and as of the date thereof as if made on and as of such datecertificate no event has occurred or circumstance exists that would reasonably be expected to result in any Material Adverse Change.
(h) Evidence of (x) the termination of the commitment of each lender and (y) the payment by the Borrower of all amounts whatsoever payable to each lender, in each case, under the Existing 364-Day Credit Agreement.
(i) Such other approvals, opinions and documents relating to this Agreement and the transactions contemplated hereby as the Administrative Agent or any Lender may, through the Administrative Agent, reasonably request.
(j) The Communications Agreement, duly executed and delivered by the Borrower.
Appears in 1 contract
Sources: Credit Agreement (Komag Inc /De/)