Conditions to the Initial Advance. Notwithstanding any other provision --------------------------------- of this Agreement and without affecting in any manner the rights of Agent, Revolving Credit Agent and Lenders hereunder, Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and Lenders shall not be obligated to make any Loan or incur any Letter of Credit Obligations or to take, fulfill, or perform any other action hereunder, until the following conditions have been fulfilled to the satisfaction of Agent and Revolving Credit Agent. (a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent, Revolving Credit Agent and Lenders; (b) Revolving Credit Agent and Agent shall have received all the Loan Documents and such other documents, instruments, certificates, opinions and agreements as Agent shall request in connection with the transactions contemplated by this Agreement, including without limitation all documents, instruments, agreements and other materials listed in the Schedule of Documents each in form and substance satisfactory to Agent and Revolving Credit Agent. (c) Revolving Credit Agent and Agent shall have received evidence satisfactory to Agent and Revolving Credit Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, to the terms and to the execution and delivery, of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and thereby; (d) Agent shall have received evidence satisfactory to it that the insurance policies provided for in Section 5.5 and Annex D are in full force and ----------- ------- effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of Agent, for itself and Lenders, and in form and substance satisfactory to Agent; (e) Borrower shall have paid all Fees, costs, and expenses of closing (including fees and expenses of consultants and counsel to Agent, Revolving Credit Agent and Lenders presented as of the Closing Date); (f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or any of the other Loan Documents or the consummation of the transactions contemplated hereby and thereby and which, in Agent's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan Documents; (g) Revolving Credit Agent and Agent, in their sole judgment, shall not have determined that (i) Borrower shall have made any Restricted Payment; (ii) any material increase in liabilities, liquidated or contingent, of Borrower or Holdings, or material decrease in the assets of Borrower or Holdings, shall have occurred since their respective last audited financial statements; (iii) any Material Adverse Effect shall have occurred since Borrower's last certified and audited financial statements; (iv) any material adverse effect on the industry of Borrower shall have occurred; or (v) any change in loan syndication, financial or capital markets conditions generally that would materially impair the ability of Agent to syndicate the Loans; (h) There exists no default or event of default under any of the Subordinated Notes or the Senior Notes (or the Indenture pursuant to which they were issued); (i) Revolving Credit Agent and Agent shall be satisfied, in their sole judgment, with the corporate, capital, tax, legal and management structure of each Loan Party, and shall be satisfied, in its sole judgment exercised reasonably, with the nature and status of all contractual obligations, securities, labor, tax, ERISA, employee benefit, environmental, health and safety matters, in each case, involving or affecting any Loan Party; (j) Revolving Credit Agent and Agent shall have received a copy of the Stock Purchase Agreement by and among Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Columbia Stock Purchase Agreement") duly executed by the parties thereto and in --------------------------------- form and substance satisfactory to Agent and Revolving Credit Agent; (k) Revolving Credit Agent and Agent shall have received a copy of documents evidencing the consummation on the date hereof of the merger of Columbia Graphics Corporation into Borrower (the "Merger"), duly executed and in ------ form and substance satisfactory to Agent and Revolving Credit Agent; (l) Revolving Credit Agent and Agent shall have received all documents, instruments and other materials as Agent or Revolving Credit Agent may require to evidence, perfect and establish the priority of its Liens on all Collateral acquired by Borrower in connection with the Columbia Acquisition, including without limitation UCC-1 Financing Statements, lien searches, and a Collateral Assignment of Lease, all in form, scope and substance satisfactory to Agent and Revolving Credit Agent; (m) Revolving Credit Agent and Agent shall have received all necessary landlord consents for each leased location to be acquired by Borrower in connection with the acquisition of Columbia Graphics Corporation ("Columbia -------- Acquisition"), in form and substance satisfactory to Agent and Revolving Credit ----------- Agent; (n) Revolving Credit Agent and Agent shall have received a letter, in form and substance satisfactory to Agent and Revolving Credit Agent, authorizing reliance by Agent, Revolving Credit Agent, and Lenders on the legal opinion of counsel to the sellers in the Columbia Acquisition; (o) Revolving Credit Agent and Agent shall have received a duly executed Collateral Assignment of Stock Purchase Agreement dated the date hereof by and between Agent, Revolving Credit Agent, and Borrower, and the consent of the sellers thereto, in form and substance satisfactory to Agent and Revolving Credit Agent; (p) Revolving Credit Agent and Agent shall have received such duly executed consents to the Columbia Acquisition and the other transactions contemplated hereby as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent; (q) Revolving Credit Agent and Agent shall have received duly executed payoff letters and UCC-3 Termination Statements from such other Persons as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent; (r) Revolving Credit Agent and Agent shall have received evidence that the assets acquired pursuant to the Columbia Acquisition are insured as required by the Agreement, and additional insured and loss payee endorsements corresponding to such policies in favor of Agent and in form and substance satisfactory to Agent and Revolving Credit Agent; (s) after giving effect to the Columbia Acquisition, the aggregate amount of the Obligations and the Liens securing such Obligations shall constitute "Permitted Indebtedness" and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture, pursuant to which they were issued), and Borrower shall have delivered to Agent and Revolving Credit Agent a duly executed certificate, in form and substance satisfactory to Agent and Revolving Credit Agent, demonstrating same; (t) Revolving Credit Agent and Agent shall have received such documents, instruments and information relating to the financing of the Columbia Acquisition as Agent or Revolving Credit Agent may request; (u) Revolving Credit Agent and Agent shall have received such additional documents, instruments and information as Agent or Revolving Credit Agent or their respective legal counsel may request; (v) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that each of (i) the Columbia Stock Purchase, and (ii) the Merger shall have been consummated on the date hereof pursuant to documents in form and substance satisfactory to Agent and Revolving Credit Agent; (w) Agent and Revolving Credit Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters as Agent and Revolving Credit Agent shall request in connection with the Columbia Acquisition; and Agent and Revolving Credit Agent and their respective counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary and appropriate in connection therewith and Agent and Revolving Credit Agent shall be satisfied, in their sole discretion, with all the foregoing; and (x) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that all environmental issues and matters related to the Columbia Acquisition have been resolved.
Appears in 1 contract
Conditions to the Initial Advance. Notwithstanding any The initial advance under the Loans and other provision --------------------------------- Revolver Usage is subject to the fulfillment on or before the Closing Date of this Agreement and without affecting in any manner the rights of Agent, Revolving Credit Agent and Lenders hereunder, Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and Lenders shall not be obligated to make any Loan or incur any Letter of Credit Obligations or to take, fulfill, or perform any other action hereunder, until the following conditions have been fulfilled precedent in a manner satisfactory in form and substance to the satisfaction of Agent Lender and Revolving Credit Agent.its counsel:
5.1.1 Organizational Documents — Borrower. The Lender shall have received:
(a) This Agreement a certificate of good standing certified by the Secretary of State, or counterparts hereof shall have been duly executed byother appropriate Governmental Authority, and delivered to, of the state of organization of the Borrower, Agent, Revolving Credit Agent and Lenders;
(b) Revolving Credit Agent and Agent shall have received all a certified copy from the Loan appropriate Governmental Authority under which the Borrower is organized, of the Borrower’s recorded Organizational Documents and such other documents, instruments, certificates, opinions and agreements as Agent shall request in connection with the transactions contemplated by this Agreement, including without limitation all documents, instruments, agreements and other materials listed in the Schedule of Documents each in form and substance satisfactory to Agent and Revolving Credit Agent.recorded amendments thereto;
(c) Revolving Credit Agent and Agent shall have received evidence satisfactory a certificate of qualification to Agent and Revolving Credit Agent that do business for the Borrower has obtained consents and acknowledgments certified by the Secretary of all Persons whose consents and acknowledgments may be requiredState or other Governmental Authority of each state in which the Borrower conducts business;
(d) a certificate dated as of the Closing Date from the Secretary of the Borrower, including, but not limited to, all requisite Governmental Authorities, or other representative of the Borrower acceptable to the terms Lender covering:
(i) true and complete copies of the Borrower’s Organizational Documents;
(ii) true and complete copies of the resolutions and proceedings of its Governing Body authorizing (A) the execution, delivery and performance of the Financing Documents to which it is a party, (B) the execution borrowings hereunder, and delivery(C) the granting of the Liens contemplated by this Agreement and the Financing Documents to which the Borrower is a party; and
(iii) the incumbency, authority and signatures of the officers or other representatives of the Borrower authorized to sign this Agreement and the other Loan Financing Documents to which the Borrower is a party.
5.1.2 Organizational Documents — Corporate Guarantor. The Lender shall have received:
(a) a certificate of good standing certified by the Secretary of State, or other appropriate Governmental Authority, of the state of organization of each U.S. Guarantor;
(b) a certified copy from the appropriate Governmental Authority under which each Corporate Guarantor is organized, of such U.S. Guarantor’s recorded Organizational Documents and all recorded amendments thereto;
(c) a certificate of qualification to do business for the consummation U.S. Guarantor certified by the Secretary of State or other Governmental Authority of each state in which the transactions contemplated hereby and therebyU.S. Guarantor conducts business;
(d) Agent shall have received evidence satisfactory to it that the insurance policies provided for in Section 5.5 and Annex D are in full force and ----------- ------- effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of Agent, for itself and Lenders, and in form and substance satisfactory to Agent;
(e) Borrower shall have paid all Fees, costs, and expenses of closing (including fees and expenses of consultants and counsel to Agent, Revolving Credit Agent and Lenders presented a certificate dated as of the Closing Date)Date from the Secretary of each U.S. Guarantor, or other representative of such U.S. Guarantor acceptable to the Lender, covering:
(i) true and complete copies of such U.S. Guarantor’s Organizational Documents;
(fii) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or any true and complete copies of the other Loan Documents or resolutions and proceedings of its Governing Body authorizing (A) the consummation execution, delivery and performance of the transactions contemplated hereby Financing Documents to which it is a party and thereby and which, in Agent's sole judgment, would make it inadvisable to consummate (B) the transactions granting of the Liens contemplated by this Agreement or any of and the other Loan Documents;
(g) Revolving Credit Agent and Agent, in their sole judgment, shall not have determined that (i) Borrower shall have made any Restricted Payment; (ii) any material increase in liabilities, liquidated or contingent, of Borrower or Holdings, or material decrease in the assets of Borrower or Holdings, shall have occurred since their respective last audited financial statements; (iii) any Material Adverse Effect shall have occurred since Borrower's last certified and audited financial statements; (iv) any material adverse effect on the industry of Borrower shall have occurred; or (v) any change in loan syndication, financial or capital markets conditions generally that would materially impair the ability of Agent to syndicate the Loans;
(h) There exists no default or event of default under any of the Subordinated Notes or the Senior Notes (or the Indenture pursuant Financing Documents to which they were issued);
(i) Revolving Credit Agent and Agent shall be satisfied, in their sole judgment, with the corporate, capital, tax, legal and management structure of each Loan Party, and shall be satisfied, in its sole judgment exercised reasonably, with the nature and status of all contractual obligations, securities, labor, tax, ERISA, employee benefit, environmental, health and safety matters, in each case, involving or affecting any Loan Party;
(j) Revolving Credit Agent and Agent shall have received such U.S. Guarantor is a copy of the Stock Purchase Agreement by and among Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (the "Columbia Stock Purchase Agreement") duly executed by the parties thereto and in --------------------------------- form and substance satisfactory to Agent and Revolving Credit Agent;
(k) Revolving Credit Agent and Agent shall have received a copy of documents evidencing the consummation on the date hereof of the merger of Columbia Graphics Corporation into Borrower (the "Merger"), duly executed and in ------ form and substance satisfactory to Agent and Revolving Credit Agent;
(l) Revolving Credit Agent and Agent shall have received all documents, instruments and other materials as Agent or Revolving Credit Agent may require to evidence, perfect and establish the priority of its Liens on all Collateral acquired by Borrower in connection with the Columbia Acquisition, including without limitation UCC-1 Financing Statements, lien searches, and a Collateral Assignment of Lease, all in form, scope and substance satisfactory to Agent and Revolving Credit Agent;
(m) Revolving Credit Agent and Agent shall have received all necessary landlord consents for each leased location to be acquired by Borrower in connection with the acquisition of Columbia Graphics Corporation ("Columbia -------- Acquisition"), in form and substance satisfactory to Agent and Revolving Credit ----------- Agent;
(n) Revolving Credit Agent and Agent shall have received a letter, in form and substance satisfactory to Agent and Revolving Credit Agent, authorizing reliance by Agent, Revolving Credit Agent, and Lenders on the legal opinion of counsel to the sellers in the Columbia Acquisition;
(o) Revolving Credit Agent and Agent shall have received a duly executed Collateral Assignment of Stock Purchase Agreement dated the date hereof by and between Agent, Revolving Credit Agent, and Borrower, and the consent of the sellers thereto, in form and substance satisfactory to Agent and Revolving Credit Agent;
(p) Revolving Credit Agent and Agent shall have received such duly executed consents to the Columbia Acquisition and the other transactions contemplated hereby as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(q) Revolving Credit Agent and Agent shall have received duly executed payoff letters and UCC-3 Termination Statements from such other Persons as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(r) Revolving Credit Agent and Agent shall have received evidence that the assets acquired pursuant to the Columbia Acquisition are insured as required by the Agreement, and additional insured and loss payee endorsements corresponding to such policies in favor of Agent and in form and substance satisfactory to Agent and Revolving Credit Agent;
(s) after giving effect to the Columbia Acquisition, the aggregate amount of the Obligations and the Liens securing such Obligations shall constitute "Permitted Indebtedness" and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture, pursuant to which they were issued), and Borrower shall have delivered to Agent and Revolving Credit Agent a duly executed certificate, in form and substance satisfactory to Agent and Revolving Credit Agent, demonstrating same;
(t) Revolving Credit Agent and Agent shall have received such documents, instruments and information relating to the financing of the Columbia Acquisition as Agent or Revolving Credit Agent may request;
(u) Revolving Credit Agent and Agent shall have received such additional documents, instruments and information as Agent or Revolving Credit Agent or their respective legal counsel may request;
(v) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that each of (i) the Columbia Stock Purchase, and (ii) the Merger shall have been consummated on the date hereof pursuant to documents in form and substance satisfactory to Agent and Revolving Credit Agent;
(w) Agent and Revolving Credit Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters as Agent and Revolving Credit Agent shall request in connection with the Columbia Acquisition; and Agent and Revolving Credit Agent and their respective counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary and appropriate in connection therewith and Agent and Revolving Credit Agent shall be satisfied, in their sole discretion, with all the foregoingparty; and
(xiii) Agent the incumbency, authority and Revolving Credit Agent shall be satisfied, in their sole judgment, that all environmental issues and matters related signatures of the officers or other representatives of such U.S. Guarantor authorized to sign the Columbia Acquisition have been resolvedFinancing Documents to which such U.S. Guarantor is a party.
Appears in 1 contract
Sources: Financing and Security Agreement (Rand Worldwide Inc)
Conditions to the Initial Advance. Notwithstanding any other provision --------------------------------- of this Agreement and without affecting in any manner the rights of Agent, Revolving Credit Agent and Lenders or any Lender hereunder, Borrower none of the Loan Parties shall have no any rights under this Agreement (but each of the Loan Parties shall have all applicable obligations hereunder), and Agent and Lenders shall not be obligated to make any Loan or incur any Letter of Revolving Credit Obligations Advance or to take, fulfillfulfil, or perform any other action hereunder, until the following conditions have been fulfilled to the satisfaction of Agent (and Revolving Credit Agent.to the extent specified below, of Lenders):
(a) This this Agreement or counterparts hereof thereof shall have been duly executed by, and delivered to, Borrowereach Loan Party, Agent, Revolving Credit Agent and Lenders;each Lender; and
(b) Revolving Credit Agent and Agent shall have received all the Loan Documents and such other documents, instruments, certificates, opinions and agreements as Agent shall request in connection with the transactions contemplated by this AgreementAgreement and the other Loan Documents, including without limitation all documents, instruments, agreements and other materials listed in the Schedule of Closing Documents attached as Annex C, each in form and substance satisfactory to Agent, together with evidence of the completion of all necessary or appropriate recordings and filings of the foregoing in order to give Agent first ranking Liens (subject to the other Liens permitted by Section 6.7) created thereby in the Collateral together with collateral releases and Revolving Credit Agent.discharges in form and substance satisfactory to Agent from all of the existing creditors of each Loan Party except to the extent such creditors are permitted to have Liens under Section 6.7;
(c) Revolving Credit Agent and Agent shall have received evidence satisfactory to Agent that all Liens upon any of the property of each Loan Party have been terminated and Revolving Credit Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, released except to the terms and to the execution and delivery, of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and therebyextent such Liens are permitted under Section 6.7;
(d) Agent shall have received evidence satisfactory to it Agent that all Indebtedness and other obligations of the Loan Parties under the Existing Credit Agreements (as in effect immediately prior to the Closing Date) will be performed and paid in full from the proceeds of the initial Revolving Credit Advance and all Liens upon any of the property (including any cash collateral) of each Loan Party in favour of the lender thereunder shall be terminated and released immediately upon such payment and Agent and to that end, on or prior to the Closing Date such lender shall have provided discharges in form and substance satisfactory to Agent providing for the discharge, release and termination of all such Liens, termination of the Existing Credit Agreements and acknowledgment of payment in full of all outstanding Indebtedness and other obligations under or relating to the Existing Credit Agreements;
(e) Agent shall have received:
(1) evidence satisfactory to Agent that the Loan Parties have obtained all required consents, licences, permits, waivers, approvals and acknowledgments of all Persons, including all requisite Governmental Approvals, to the execution and delivery of this Agreement and the other Loan Documents, the consummation of the transactions contemplated hereby and thereby and the continued operation by each Loan Party, or
(2) an officer's certificate in form and substance satisfactory to Agent affirming that no such consents, licences, permits, waivers, approvals or acknowledgements are required;
(f) Agent shall be satisfied that, as of the Closing Date, each Loan Party and the transactions contemplated by this Agreement shall be in compliance in all material respects with all material agreements and all Applicable Laws, and there shall be no legal impediment to any of Lenders making loans or other extensions of credit contemplated by this Agreement in any applicable jurisdiction;
(g) Agent shall have received evidence satisfactory to Agent that the insurance policies provided for in Section 5.5 3.18 and Annex D F are in full force and ----------- ------- effect, together with appropriate evidence showing loss payable and/or additional insured clauses and/or mortgage clauses or endorsements, as appropriate, in favor favour of Agent, Agent for itself Agent and Lenders, Lenders and in form and substance satisfactory to Agent. All policies of insurance shall have been issued by insurers acceptable to Agent and contain provisions to the effect that 30 days' prior notice will be provided to Agent if any cancellation, nonrenewal or amendment thereof;
(eh) Borrower shall have paid in immediately available funds to Agent for its account and the account of Lenders, as the case may be, all FeesFees required to be paid on the Closing Date and all fees, costs, and expenses of closing (including reasonable fees and expenses of consultants and counsel to Agent, Revolving Credit Agent and Lenders any Lender presented as of the Closing Date);
(fi) No as of the Closing Date, the Agent shall be satisfied that:
(1) no Restricted Payments shall have been made by Borrower since September 30, 1996, other than as contemplated by Schedule 3.5; and
(2) no material adverse change shall have occurred in the results of operations of any of the Loan Parties on a consolidated basis, for the period commencing September 30, 1996 and ending on the Closing Date from the projected results of the Loan Parties' operations for such period contained in the Projections;
(3) since September 30, 1996 no litigation, action, proceeding, investigation, audit, regulation or legislation shall have been instituted, threatened or proposed before any courtGovernmental Body:
(A) which, governmental agency or legislative body if successful, would have a Material Adverse Effect, or
(B) to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of of, this Agreement Agreement, or any of the other Loan Documents or the consummation of the transactions contemplated hereby and or thereby and which, in Agent's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement Agreement, or any of the other Loan Documents;
(gj) Revolving Credit Agent and Agent, in their sole judgment, shall not have determined that (i) Borrower shall have made any Restricted Payment; (ii) any material increase in liabilities, liquidated or contingent, of Borrower or Holdings, or material decrease in the assets of Borrower or Holdings, shall have occurred since their respective last audited financial statements; (iii) any Material Adverse Effect shall have occurred since Borrower's last certified and audited financial statements; (iv) any material adverse effect on the industry of Borrower shall have occurred; or (v) any change in loan syndication, financial or capital markets conditions generally that would materially impair the ability of Agent to syndicate the Loans;
(h) There exists no default or event of default under any of the Subordinated Notes or the Senior Notes (or the Indenture pursuant to which they were issued);
(i) Revolving Credit Agent and Agent shall be satisfied, in their sole judgment, reasonably satisfied with the corporate, capital, tax, management compensation, legal and management structure and cash management systems of each Loan Party, and shall be satisfied, in its sole judgment exercised reasonablyjudgment, with the nature and status of all material contractual obligations, senior management confidentiality, stock repurchase and noncompetition rights and obligations, securities, laborlabour, tax, ERISA, employee benefit, environmental, health and safety matters, the funding of pension obligations, in each case, involving or affecting each Loan Party. In connection therewith, Agent shall have completed, with results reasonably satisfactory to Agent and Lenders, such business and legal due diligence of each Loan Party and ICP, CHL, and ICP (USA) as Agent may require including, without limitation, satisfactory review by Agent's field examiners or counsel, as applicable, of each Loan Party's Accounts, assets, Inventory, financial controls and records, contracts (including, without limitation, shareholder agreements, licenses and debt and equity agreements), leases, pension funds, management compensation and equity incentive programs, management noncompetition provisions, organizational or governing documents, environmental compliance, indebtedness, legal and capital structure, liabilities, tax position and a liquidation analysis. Agent shall have had reasonable and continuing access to any material it deems necessary to monitor the loans to be made hereunder, including access to each Loan Party's Accountants. Agent shall be satisfied with the structure and the tax effects of the transactions contemplated by this Agreement and other Loan Documents and the terms of the Loan Documents;
(k) as of the Closing Date, Borrower shall have provided to Lenders copies of any existing environmental reviews and audits, including any environmental audit requested by Agent which shall be in form and substance, and by an environmental engineering firm, satisfactory to Agent, as well as other information pertaining to actual or potential environmental claims with respect to each Loan Party;
(jl) the Eligible Accounts and the Eligible Inventory supporting the initial Revolving Credit Agent Advance and Agent shall have received a copy the amount of the Stock Purchase Agreement by and among Borrower and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (reserves to be established on the "Columbia Stock Purchase Agreement") duly executed by Closing Date shall, after giving effect to the parties thereto and in --------------------------------- form and substance satisfactory to Agent and initial Revolving Credit Advance and the consummation of the Related Transactions (on a pro forma basis after payment of all costs and fees and without deterioration in trade payables or working capital), be sufficient in value, as determined by Agent;
(k) , to provide Revolving Credit Agent and Agent shall have received a copy Availability of documents evidencing the consummation on the date hereof of the merger of Columbia Graphics Corporation into Borrower (the "Merger"), duly executed and in ------ form and substance satisfactory to Agent and Revolving Credit Agent;
(l) Revolving Credit Agent and Agent shall have received all documents, instruments and other materials as Agent or Revolving Credit Agent may require to evidence, perfect and establish the priority of its Liens on all Collateral acquired by Borrower in connection with the Columbia Acquisition, including without limitation UCC-1 Financing Statements, lien searches, and a Collateral Assignment of Lease, all in form, scope and substance satisfactory to Agent and Revolving Credit Agentat least $3,000,000;
(m) Revolving Credit Agent and Agent shall have received all necessary landlord consents for each leased location Financials and Projections updated to be acquired by Borrower in connection with the acquisition of Columbia Graphics Corporation ("Columbia -------- Acquisition"), in form and substance satisfactory to Agent and Revolving Credit ----------- Agent1997;
(n) Revolving Credit Agent and Agent shall have received a letter, in form and substance satisfactory to Agent and Revolving Credit Agent, authorizing reliance by Agent, Revolving Credit Agent, and Lenders on the legal opinion of counsel to Closing Date, the sellers in the Columbia Acquisition;
(o) Revolving Credit Agent and Agent shall have received a duly executed Collateral Assignment of Stock Purchase Agreement dated the date hereof by and between Agent, Revolving Credit Agent, and Borrower, and the consent total Indebtedness of the sellers thereto, in form and substance satisfactory Loan Parties (excluding any Indebtedness owing by Borrower to Agent and Revolving Credit Agent;
(pany of its Affiliates) Revolving Credit Agent and Agent less any cash on hand shall have received such duly executed consents to the Columbia Acquisition and the other transactions contemplated hereby as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(q) Revolving Credit Agent and Agent shall have received duly executed payoff letters and UCC-3 Termination Statements from such other Persons as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(r) Revolving Credit Agent and not exceed $40,000,000; Agent shall have received evidence that the assets acquired pursuant Borrower has received from ICP (USA) a minimum of USD998,575.36 (converted to the Columbia Acquisition are insured as required by the Agreement, and additional insured and loss payee endorsements corresponding approximately $1,361,572) in cash for certain export inventory sold to such policies in favor of Agent and in form and substance satisfactory to Agent and Revolving Credit AgentICP (USA);
(s) after giving effect to the Columbia Acquisition, the aggregate amount of the Obligations and the Liens securing such Obligations shall constitute "Permitted Indebtedness" and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture, pursuant to which they were issued), and Borrower shall have delivered to Agent and Revolving Credit Agent a duly executed certificate, in form and substance satisfactory to Agent and Revolving Credit Agent, demonstrating same;
(t) Revolving Credit Agent and Agent shall have received such documents, instruments and information relating to the financing of the Columbia Acquisition as Agent or Revolving Credit Agent may request;
(u) Revolving Credit Agent and Agent shall have received such additional documents, instruments and information as Agent or Revolving Credit Agent or their respective legal counsel may request;
(v) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that each of (i) the Columbia Stock Purchase, and (ii) the Merger shall have been consummated on the date hereof pursuant to documents in form and substance satisfactory to Agent and Revolving Credit Agent;
(w) Agent and Revolving Credit Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters as Agent and Revolving Credit Agent shall request in connection with the Columbia Acquisition; and Agent and Revolving Credit Agent and their respective counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary and appropriate in connection therewith and Agent and Revolving Credit Agent shall be satisfied, in their sole discretion, with all the foregoing; and
(x) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that all environmental issues and matters related to the Columbia Acquisition have been resolved.
Appears in 1 contract
Sources: Credit Agreement (International Comfort Products Corp)
Conditions to the Initial Advance. Notwithstanding any other provision --------------------------------- The obligations of this Agreement and without affecting in any manner the rights of Agent, Revolving Credit Agent and Lenders hereunder, Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder), and Lenders to make the Initial Advance shall not be obligated to make any Loan or incur any Letter become effective until the date on which each of Credit Obligations or to take, fulfill, or perform any other action hereunder, until the following conditions have been fulfilled to the satisfaction of Agent and Revolving Credit Agentare satisfied or waived in accordance with Section 10.2.
(a) This Agreement or counterparts hereof shall have been delivery of Control Account Agreements, duly executed by, by each Permitted Third Party Bank and delivered to, Borrower, Agent, Revolving Credit Agent and Lendersthe applicable Loan Party;
(b) Revolving Credit Agent a Lender’s loss payable endorsement in form and substance reasonably satisfactory to the Administrations Agent;
(c) the Administrative Agent shall have received all duly executed Field Producer Contracts evidencing revenue generation to support the Loan Documents and such other documents, instruments, certificates, opinions and agreements as Agent shall request in connection with the transactions contemplated by this Agreement, including without limitation all documents, instruments, agreements and other materials listed in the Schedule of Documents each in form and substance satisfactory to Agent and Revolving Credit Agent.
(c) Revolving Credit Agent and Agent shall have received evidence satisfactory to Agent and Revolving Credit Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, to the terms and to the execution and delivery, of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and therebyapplicable Facility Availability Amount;
(d) Agent the Administrative Agent, in conjunction with the Independent Engineer, shall be satisfied that (i) each of the Milestones shall have received evidence satisfactory been achieved, (ii) the application of proceeds of the Second Lien Notes shall have been made substantially in accordance with the Budget, (iii) the completion of the Pipeline shall be projected to it that be made at a variant cost no greater than 125% of the insurance policies provided for budgeted cost as set forth in Section 5.5 the Budget (such budgeted costs, the “Projected Budgeted Costs”) and Annex D are (iv) the aggregate amount of unrestricted cash on hand plus the then applicable Revolving Credit Availability plus projected liquidity of the Borrower as set forth in full force and ----------- ------- effect, together with appropriate evidence showing loss payable and/or additional insured clauses or endorsements, as appropriate, in favor of Agent, for itself and Lenders, and in form and substance satisfactory to Agentthe Liquidity Model shall exceed the Projected Budgeted Costs;
(e) the Borrower shall have paid all Fees, costs, and expenses of closing (including fees and expenses of consultants and counsel delivered to the Administrative Agent, Revolving Credit concurrently with the delivery to the Second Lien Agent and Lenders presented in any event prior to the date of the Initial Advance, (i) certification that each Loan Party has delivered to the appropriate filing or recording offices all documentation required to record its interest in all Easements, rights-of-way and similar interests constituting Material Real Estate as of the Closing Date), (ii) Mortgages (or modifications or supplements to the Mortgages recorded on or about the Closing Date) covering all Material Real Estate as of the date of the Initial Advance, duly executed by the appropriate Loan Party together with (x) evidence that counterparts of the Mortgages (or such modifications or supplements) have been duly executed, acknowledged and delivered by the appropriate Loan Party and are in form suitable for filing or recording in all filing or recording offices that the Administrative Agent may reasonably deem necessary or desirable in order to create a valid first and subsisting Lien on the property described therein in favor of the Administrative Agent for the benefit of the Secured Parties and that all West Virginia mortgage taxes and all filing, documentary, stamp, intangible and recording taxes and fees have been paid, (y) evidence that all other actions (other than actions requiring notices to or consents from account debtors, counterparties or other third parties) that the Administrative Agent may reasonably deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Mortgages has been taken and (z) a satisfactory report from ▇▇▇▇▇▇ & Co. with respect to all rights-of-way as the Administrative Agent shall reasonably request and (iii) a supplement to Schedule 4.11, setting forth a complete and accurate list of all Real Estate and Easements owned or leased by each Loan Party as of the date of the Initial Advance, showing as of such date the grantor, grantee, instrument date, recording information, the county or other relevant jurisdiction, state and record owner;
(fi) No action, proceeding, investigation, regulation or legislation the Borrower shall have been instituteddelivered to the Administrative Agent, threatened concurrently with delivery to the Second Lien Agent and in any event prior to the date of the Initial Advance, evidence that Magnum (or proposed before any court, governmental agency its applicable Affiliate) shall have contributed to the Borrower either (x) all of Magnum’s rights under the Processing Plant Agreements or legislative body to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement (y) the net cash proceeds or any sale of such rights to a third party and (ii) the Borrower shall have delivered to the Administrative Agent, concurrently with delivery to the Second Lien Agent and in any event prior to the date of the other Loan Documents Initial Advance, evidence that Magnum shall have assigned to the Borrower all of Magnum’s (or its applicable Affiliate’s) ownership interest in the consummation of the transactions contemplated hereby and thereby and whichRogersville Cryogenic Processing Plant in Rogersville, in Agent's sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan DocumentsTennessee;
(g) Revolving Credit Agent and Agent, in their sole judgment, shall not have determined that (i) Borrower shall have made any Restricted Payment; (ii) any material increase in liabilities, liquidated or contingent, of Borrower or Holdings, or material decrease in the assets of Borrower or Holdings, shall have occurred since their respective last audited financial statements; (iii) any Material Adverse Effect shall have occurred since Borrower's last certified and audited financial statements; (iv) any material adverse effect on the industry of Borrower shall have occurred; or (v) any change in loan syndication, financial or capital markets conditions generally that would materially impair the ability of Agent to syndicate the Loans;
(h) There exists no default or event of default under any of the Subordinated Notes or the Senior Notes (or the Indenture pursuant to which they were issued);
(i) Revolving Credit Agent and Agent shall be satisfied, in their sole judgment, with the corporate, capital, tax, legal and management structure of each Loan Party, and shall be satisfied, in its sole judgment exercised reasonably, with the nature and status of all contractual obligations, securities, labor, tax, ERISA, employee benefit, environmental, health and safety matters, in each case, involving or affecting any Loan Party;
(j) Revolving Credit Agent and Agent shall have received a copy of the Stock Purchase Agreement by and among Borrower and report from ▇▇▇▇▇ ▇. -▇▇▇▇▇▇▇▇▇ , LLC regarding the insurance program for the construction phase of the build-out of the Pipeline System;
(h) evidence that at least $50,000,000 of Second Lien Indebtedness is outstanding;
(i) evidence that Consolidated EBITDA of the "Columbia Stock Purchase Agreement"Borrower for the most recently ended Fiscal Quarter shall be at least $2,000,000;
(j) a duly completed and executed by Compliance Certificate, including calculations of the parties thereto financial covenants set forth in Article VI hereof as of the most recently ended Fiscal Quarter, calculated on a pro forma basis as if any initial Revolving Borrowing had been funded as of the first day of the relevant period for testing compliance (and setting forth in --------------------------------- form and substance satisfactory to Agent and Revolving Credit Agent;reasonable detail such calculations); and
(k) Revolving Credit Agent and Agent shall have received a copy of documents evidencing the consummation on the date hereof of the merger of Columbia Graphics Corporation into Borrower (the "Merger"), duly executed and in ------ form and substance satisfactory to Agent and Revolving Credit Agent;
(l) Revolving Credit Agent and Agent shall have received all documents, instruments and other materials as Agent or Revolving Credit Agent may require to evidence, perfect and establish the priority of its Liens on all Collateral acquired by Borrower in connection with the Columbia Acquisition, including without limitation UCC-1 Financing Statements, lien searches, and a Collateral Assignment of Lease, all in form, scope and substance satisfactory to Agent and Revolving Credit Agent;
(m) Revolving Credit Agent and Agent shall have received all necessary landlord consents for each leased location to be acquired by Borrower in connection with the acquisition of Columbia Graphics Corporation ("Columbia -------- Acquisition"), in form and substance satisfactory to Agent and Revolving Credit ----------- Agent;
(n) Revolving Credit Agent and Agent shall have received a letter, in form and substance satisfactory to Agent and Revolving Credit Agent, authorizing reliance by Agent, Revolving Credit Agent, and Lenders on the legal opinion of counsel prior to the sellers in the Columbia Acquisition;
(o) Revolving Credit Agent and Agent shall have received a duly executed Collateral Assignment of Stock Purchase Agreement dated the date hereof by and between AgentConversion Date, Revolving Credit Agent, and Borrower, and the consent of the sellers thereto, in form and substance satisfactory to Agent and Revolving Credit Agent;
(p) Revolving Credit Agent and Agent shall have received such duly executed consents to the Columbia Acquisition and the other transactions contemplated hereby as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(q) Revolving Credit Agent and Agent shall have received duly executed payoff letters and UCC-3 Termination Statements from such other Persons as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(r) Revolving Credit Agent and Agent shall have received evidence that the assets acquired pursuant to the Columbia Acquisition are insured as required by the Agreement, and additional insured and loss payee endorsements corresponding to such policies in favor of Agent and in form and substance satisfactory to Agent and Revolving Credit Agent;
(s) after giving effect to the Columbia Acquisitionany Borrowing, the aggregate total principal amount of the Obligations and outstanding Loans hereunder shall not exceed the Liens securing such Obligations shall constitute "Permitted Indebtedness" and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture, pursuant to which they were issued), and Borrower shall have delivered to Agent and Revolving Credit Agent a duly executed certificate, in form and substance satisfactory to Agent and Revolving Credit Agent, demonstrating same;
(t) Revolving Credit Agent and Agent shall have received such documents, instruments and information relating to the financing of the Columbia Acquisition as Agent or Revolving Credit Agent may request;
(u) Revolving Credit Agent and Agent shall have received such additional documents, instruments and information as Agent or Revolving Credit Agent or their respective legal counsel may request;
(v) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that each of (i) the Columbia Stock Purchase, and (ii) the Merger shall have been consummated on the date hereof pursuant to documents in form and substance satisfactory to Agent and Revolving Credit Agent;
(w) Agent and Revolving Credit Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters as Agent and Revolving Credit Agent shall request in connection with the Columbia Acquisition; and Agent and Revolving Credit Agent and their respective counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary and appropriate in connection therewith and Agent and Revolving Credit Agent shall be satisfied, in their sole discretion, with all the foregoing; and
(x) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that all environmental issues and matters related to the Columbia Acquisition have been resolvedFacility Amount.
Appears in 1 contract
Sources: First Lien Credit Agreement (Magnum Hunter Resources Corp)
Conditions to the Initial Advance. Notwithstanding any other provision --------------------------------- The obligation of this Agreement and without affecting in any manner the rights of Agent, Lenders to make the initial Advance under the Revolving Credit Agent Facility and Lenders hereunder, Borrower shall have no rights under this Agreement (but shall have all applicable obligations hereunder)the Term Facility, and Lenders shall not be obligated of the Issuing Banks to make any Loan or incur any Letter issue Letters of Credit Obligations or to take(if any) on the Closing Date, fulfill, or perform any other action hereunder, until the following conditions have been fulfilled is subject to the satisfaction of Agent and Revolving Credit Agent.
(a) This Agreement or counterparts hereof shall have been duly executed by, and delivered to, Borrower, Agent, Revolving Credit Agent and Lenders;
(b) Revolving Credit Agent and conditions precedent that the Administrative Agent shall have received all on the Loan Documents and such other documentsClosing Date, instruments, certificates, opinions and agreements as Agent shall request in connection with the transactions contemplated by this Agreement, including without limitation all documents, instruments, agreements and other materials listed in the Schedule of Documents each in form and substance satisfactory to the Administrative Agent, the following:
(a) executed copies of each of this Agreement, the initial Facility Guaranties and the other Loan Documents, together with all schedules and exhibits thereto;
(b) the favorable written opinion or opinions with respect to the Loan Documents and the transactions contemplated thereby of (A) in-house counsel to the Borrower and (B) Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Borrower and Guarantors, in each case dated the Closing Date, addressed to the Administrative Agent and Revolving Credit the Lenders and reasonably satisfactory to the Administrative Agent.;
(c) Revolving Credit Agent resolutions of the boards of directors or other appropriate governing body (or of the appropriate committee thereof) of the Borrower and Agent shall have received evidence satisfactory each Guarantor certified by its secretary or assistant secretary as of the Closing Date, approving and adopting the Loan Documents to Agent be executed by such Person, and Revolving Credit Agent that Borrower has obtained consents and acknowledgments of all Persons whose consents and acknowledgments may be required, including, but not limited to, all requisite Governmental Authorities, to the terms and to authorizing the execution and delivery, of this Agreement and the other Loan Documents and the consummation of the transactions contemplated hereby and therebydelivery thereof;
(d) Agent shall have received evidence satisfactory to it that specimen signatures of officers or other appropriate representatives executing the insurance policies provided for in Section 5.5 Loan Documents on behalf of the Borrower and Annex D are in full force and ----------- ------- effecteach Guarantor, together with appropriate evidence showing loss payable and/or additional insured clauses certified by the secretary or endorsements, as appropriate, in favor assistant secretary of Agent, for itself and Lenders, and in form and substance satisfactory to Agentsuch Borrower or Guarantor;
(e) Borrower shall have paid all Fees, costs, and expenses of closing (including fees and expenses of consultants and counsel any changes to Agent, Revolving Credit Agent and Lenders presented as the Organizational Documents of the Closing Date)Borrower and each Guarantor since April 14, 2010, certified as true and correct by its secretary or assistant secretary;
(f) No action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before any court, governmental agency or legislative body changes to enjoin, restrain or prohibit, or to obtain damages in respect of, or which is related to or arises out of this Agreement or any the Operating Documents of the other Loan Documents or the consummation Borrower and each Guarantor since April 14, 2010, certified as of the transactions contemplated hereby Closing Date as true and thereby and which, in Agent's sole judgment, would make it inadvisable to consummate the transactions contemplated correct by this Agreement its secretary or any of the other Loan Documentsassistant secretary;
(g) Revolving Credit Agent certificates issued as of a recent date by the Secretaries of State (or other appropriate office) of the respective jurisdictions of formation of the Borrower and Agent, in their sole judgment, shall not have determined that each Guarantor (iother than Certificates of Account Status for each of the Guarantors listed on Schedule 7.19 from the Texas Comptroller of Public Accounts) Borrower shall have made any Restricted Payment; (ii) any material increase in liabilities, liquidated or contingent, as to the due existence and good standing of Borrower or Holdings, or material decrease in the assets of Borrower or Holdings, shall have occurred since their respective last audited financial statements; (iii) any Material Adverse Effect shall have occurred since Borrower's last certified and audited financial statements; (iv) any material adverse effect on the industry of Borrower shall have occurred; or (v) any change in loan syndication, financial or capital markets conditions generally that would materially impair the ability of Agent to syndicate the Loanssuch Person;
(h) There exists no default or event notice of default under any appointment of the Subordinated Notes or the Senior Notes (or the Indenture pursuant to which they were issuedinitial Authorized Representative(s);
(i) Revolving Credit Agent and Agent shall be satisfiedan initial Borrowing Notice, in their sole judgmentif any, with and, if elected by the corporateBorrower, capital, tax, legal and management structure of each Loan Party, and shall be satisfied, in its sole judgment exercised reasonably, with the nature and status of all contractual obligations, securities, labor, tax, ERISA, employee benefit, environmental, health and safety matters, in each case, involving or affecting any Loan PartyInterest Rate Selection Notice;
(j) Revolving Credit Agent evidence that all fees, that have accrued from and Agent shall have received a copy of after October 27, 2011, payable by the Stock Purchase Agreement by and among Borrower and on the Closing Date to the Administrative Agent, ▇▇▇▇▇ .▇. ▇▇▇▇▇▇▇▇▇ Securities LLC and the Lenders have been paid in full, including the fees and expenses of counsel for the Administrative Agent to the extent invoiced prior to or on the Closing Date and including reasonably detailed documentation (which may include amounts constituting reasonable estimates (including reasonable details thereof) of such fees and expenses incurred or to be incurred in connection with the "Columbia Stock Purchase Agreement") duly executed by transaction; provided that no such estimate shall thereafter preclude the parties thereto final settling of accounts as to such fees and in --------------------------------- form and substance satisfactory to Agent and Revolving Credit Agent;expenses); and
(k) Revolving Credit Agent evidence of payment in full of all obligations arising under the 2005 Loan Document and Agent shall have received a copy termination thereof (with any advance notice of documents evidencing the consummation on the date hereof of the merger of Columbia Graphics Corporation into Borrower (the "Merger"), duly executed and in ------ form and substance satisfactory to Agent and Revolving Credit Agent;
(l) Revolving Credit Agent and Agent shall have received all documents, instruments and other materials as Agent or Revolving Credit Agent may require to evidence, perfect and establish the priority of its Liens on all Collateral acquired by Borrower in connection with the Columbia Acquisition, including without limitation UCC-1 Financing Statements, lien searches, and a Collateral Assignment of Lease, all in form, scope and substance satisfactory to Agent and Revolving Credit Agent;
(m) Revolving Credit Agent and Agent shall have received all necessary landlord consents for each leased location to be acquired by Borrower in connection with the acquisition of Columbia Graphics Corporation ("Columbia -------- Acquisition"), in form and substance satisfactory to Agent and Revolving Credit ----------- Agent;
(n) Revolving Credit Agent and Agent shall have received a letter, in form and substance satisfactory to Agent and Revolving Credit Agent, authorizing reliance by Agent, Revolving Credit Agent, and Lenders on the legal opinion of counsel to the sellers in the Columbia Acquisition;
(o) Revolving Credit Agent and Agent shall have received a duly executed Collateral Assignment of Stock Purchase Agreement dated the date hereof by and between Agent, Revolving Credit Agent, and Borrower, and the consent of the sellers thereto, in form and substance satisfactory to Agent and Revolving Credit Agent;
(p) Revolving Credit Agent and Agent shall have received such duly executed consents to the Columbia Acquisition and the other transactions contemplated hereby as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(q) Revolving Credit Agent and Agent shall have received duly executed payoff letters and UCC-3 Termination Statements from such other Persons as Agent and Revolving Credit Agent shall deem necessary, all in form and substance satisfactory to Agent and Revolving Credit Agent;
(r) Revolving Credit Agent and Agent shall have received evidence that the assets acquired pursuant to the Columbia Acquisition are insured as required termination being waived by the Agreement, and additional insured and loss payee endorsements corresponding to such policies in favor of Agent and in form and substance satisfactory to Agent and Revolving Credit Agent;
(s) after giving effect to the Columbia Acquisition, the aggregate amount of the Obligations and the Liens securing such Obligations shall constitute "Permitted Indebtedness" and "Permitted Liens" (as such terms are defined in the Senior Notes or the Indenture, pursuant to which they were issuedLenders party hereto), and Borrower shall have delivered to Agent and Revolving Credit Agent a duly executed certificate, in form and substance satisfactory to Agent and Revolving Credit Agent, demonstrating same;
(t) Revolving Credit Agent and Agent shall have received such documents, instruments and information relating to the financing of the Columbia Acquisition as Agent or Revolving Credit Agent may request;
(u) Revolving Credit Agent and Agent shall have received such additional documents, instruments and information as Agent or Revolving Credit Agent or their respective legal counsel may request;
(v) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that each of (i) the Columbia Stock Purchase, and (ii) the Merger shall have been consummated on the date hereof pursuant to documents in form and substance satisfactory to Agent and Revolving Credit Agent;
(w) Agent and Revolving Credit Agent shall have received all documents, instruments, certificates and agreements, and evidence of all such matters as Agent and Revolving Credit Agent shall request in connection with the Columbia Acquisition; and Agent and Revolving Credit Agent and their respective counsel shall have conducted all such due diligence reviews, audits and investigations as they shall deem necessary and appropriate in connection therewith and Agent and Revolving Credit Agent shall be satisfied, in their sole discretion, with all the foregoing; and
(x) Agent and Revolving Credit Agent shall be satisfied, in their sole judgment, that all environmental issues and matters related to the Columbia Acquisition have been resolved.
Appears in 1 contract
Sources: Credit Agreement (Autonation, Inc.)