First Amendment Effective Date. This Amendment shall become effective on the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”): (a) the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative Agent; (b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document; (c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects; (d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent; (e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date; (f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and (g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (Ultra Petroleum Corp)
First Amendment Effective Date. This Amendment shall become effective on upon the first date on which execution and delivery hereof by each Loan Party, the Administrative Agent and each of the conditions set forth in this Lenders; provided that Section 3.1 is satisfied 1 hereof shall not become effective until the date (such date, the “First Amendment Effective Date”):) when the following additional conditions have also been satisfied:
(a) the Administrative Agent shall have received counterparts a certificate of this Amendment a Responsible Officer of the Company dated the date hereof, certifying as to the representations and warranties made by each Loan Party contained in Section 3 hereof;
(b) the Administrative Agent shall have received a fee letter duly executed and delivered by the Borrower and Company (the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative Agent;
(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document“Amendment Fee Letter”);
(c) the Administrative Agent shall have received Assignment and Assumptions duly executed and delivered by the Company, PNC Bank, National Association and HSBC Bank USA, N.A., in each representation and warranty case, setting forth assignments of the Borrower and Term Loans consistent with the Guarantors allocations set forth in on Annex II attached hereto (collectively, the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the “First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsAssignments”);
(d) the Administrative Agent and the Lenders shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel all fees to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date pursuant to the Amendment Fee Letter; and
(e) Lenders shall have received at least three Business Days prior to the First Amendment Effective Date all documentation and (ii) other information regarding the Loan Parties required by Governmental Authorities under applicable “know your customer and anti-money laundering rules and regulations, including, without limitation, the Patriot Act and the Canadian AML Acts, in each case to the extent invoiced no later than one (1) reasonably requested of the Borrower at least 10 Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production.
Appears in 1 contract
Sources: Credit Agreement (Morningstar, Inc.)
First Amendment Effective Date. This Amendment shall become effective on as of the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by the Administrative Agent):
(a) the Administrative Agent (or its counsel) shall have received counterparts (x) a counterpart signature page of this Amendment duly executed and delivered by Holdings, the Parent Borrower and the Lenders constituting the Majority Lenders in formeach Loan Party, substance and date satisfactory to the Administrative Agent, each 2024 Refinancing Term Loan Lender party hereto and each Amendment No. 1 Replacement and Incremental Revolving Lender and (y) from each Converting Lender, a Converting Lender Consent substantially in the form of Exhibit B hereto (the “Converting Lender Consent”) (in each case, including by way of facsimile or other electronic transmission);
(b) after giving effect to this the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received a certificate signed by a Responsible Officer of each Loan Party, certifying on behalf of such Loan Party referred to in clause (a), in substantially the form delivered on the Closing Date (i) certifying that the articles of formation (or equivalent document) of such Loan Party, certified by the appropriate Governmental Authority of the state of formation of such Loan Party, and the operating agreement (or equivalent document) of such Loan Party, either (A) has not been amended since the prior date of delivery or (B) is attached as an exhibit to such certificate and that such documents or agreements have not been amended (except as otherwise attached to such certificate and certified therein as being the only amendments thereto as of such date) and certified as true and complete as of a recent date by the appropriate Governmental Authority of the state of formation of such Loan Party, (ii) certifying that attached thereto are the resolutions of the board of directors or other comparable managing body of such Loan Party approving the Amendment, no Default or Event the transactions contemplated therein and authorizing execution and delivery thereof, certified by a Responsible Officer of Default shall exist under the Credit Agreement or under any other such Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and Party as of the First Amendment Effective DateDate to be true and correct and in force and effect as of such date, except (iiii) certifying as to the incumbency and genuineness of the signatures of the officers or other authorized signatories of such Loan Party executing this Amendment and (iv) attaching the good standing certificates described in clause (d) of this Section 6;
(c) to the extent any such representation and warranty is expressly limited to an earlier daterequested by the Administrative Agent, in which casethe Administrative Agent (or its counsel) shall have received, on behalf of itself and as of the 2024 Lenders on the First Amendment Effective Date, such representation a customary written opinion of Bass, B▇▇▇▇ & S▇▇▇ PLC, in its capacity as special Delaware, New York and warranty shall continue to be true and correct as of such specified earlier date, and (ii) Tennessee counsel to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respectsLoan Parties;
(d) to the extent requested by the Administrative Agent, the Administrative Agent (or its counsel) shall have received a short form certificate of good standing or equivalent certificate (to the extent such concept exists in the relevant jurisdiction) with respect to the Loan Parties referred to in clause (a) (above) certified as of a recent date by the appropriate Governmental Authority of the state of formation;
(e) to the extent requested by the Administrative Agent, the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPall documentation and other information, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) at least two Business Days prior to the First Amendment Effective Date, all fees required by regulatory authorities under applicable “know your customer” and other amounts due anti-money laundering rules and payable on or prior regulations, including the USA PATRIOT Act (including if any Borrower qualifies as a “legal entity customer” under the “Beneficial Ownership Regulations” (31 CFR §1010.230), a Beneficial Ownership Certification in relation to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses Borrower). “Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production.31 CFR §1010.230;
Appears in 1 contract
Sources: Credit Agreement (Ryman Hospitality Properties, Inc.)
First Amendment Effective Date. This The effectiveness of this First Amendment shall become effective on is subject to the first date on which each satisfaction (or written waiver) of the following conditions set forth in this Section 3.1 is satisfied (the date of satisfaction of such date, conditions being referred to herein as the “First Amendment Effective Date”):
(a) the The Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders in form, substance and date (or written evidence satisfactory to the Administrative Agent;Agent (which may include a facsimile or other electronic transmission) that such party has signed a counterpart) of this First Amendment duly executed by (i) each Loan Party, (ii) the Administrative Agent and (iii) each Consenting Lender.
(b) after giving effect The Borrower shall have paid all fees, compensation and reasonable and documented expenses (including, without limitation, reasonable and documented legal fees and expenses) of the Administrative Agent and the Revolving Credit Lenders due and payable on or prior to this Amendmentthe First Amendment Effective Date. The Borrower shall have paid to the Administrative Agent, no for the account of each Consenting Lender, a consent fee (“Consent Fee”) equal to 0.025% of the outstanding principal amount of such ▇▇▇▇▇▇’s Revolving Credit Commitments (whether drawn or undrawn) on the First Amendment Effective Date. Payment of each Consent Fee will be made in immediately available funds in Dollars and will not be subject to counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter.
(c) No Default or Event of Default shall exist under has occurred and is continuing on the Credit Agreement or under any other Loan Document;
First Amendment Effective Date both before and immediately after giving effect to the transactions contemplated hereunder. (cd) each representation and warranty Each of the Borrower representations and the Guarantors set forth warranties made by any Loan Party in the Credit Agreement Article III of this First Amendment, and in or pursuant to the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, Date as if made on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) except to the extent that any such representation representations and warranty is expressly qualified by materiality or by reference warranties refer to Material Adverse Effectan earlier date, such representation and warranty (as so qualified) in which case they shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, material respects as counsel to the Credit Partiesof such earlier date; provided that, in a form reasonably satisfactory each case, such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productiontext thereof.
Appears in 1 contract
Sources: Credit Agreement (Tutor Perini Corp)
First Amendment Effective Date. This Amendment (subject to Section 5) shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied date (such date, the “First Amendment Effective Date”):) on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received counterparts of this Amendment duly Amendment, executed and delivered by the Administrative Agent, the Borrower and the Lenders constituting Existing ABL Lenders.
(b) All costs, fees and expenses required to be paid by the Majority Lenders in form, substance and date satisfactory Borrower to the Administrative Agent;, JPMorgan Chase Bank, N.A., in its capacity as sole lead arranger and bookrunner for this Amendment, and the Existing ABL Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have been paid to the extent due and invoiced to the Borrower.
(bc) after giving effect The Administrative Agent shall have received, at least one business day prior to the First Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the First Amendment Effective Date and that the Administrative Agent reasonably determines (i) is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) has not been previously provided to the Administrative Agent.
(d) Each of the representations and warranties made by any Loan Party in or pursuant to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Amended Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the First Amendment Effective DateDate as if made on and as of such date, except (i) to the extent any such representation and warranty is expressly limited to made as of an earlier date, in which case, on case such representations and as of the First Amendment Effective Date, such representation and warranty warranties shall continue to be have been so true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;.
(e) each No Default or Event of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date Default shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans be continuing on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration this Amendment and production activities, acquisitions, dispositions and productionany extensions of credit requested to be made under the Amended Credit Agreement on such date.
Appears in 1 contract
First Amendment Effective Date. This Amendment The amendments set forth in Article I shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied date (such date, the “First Amendment Effective Date”):) when, and only when, each of the following conditions precedent shall have been satisfied:
(a) the Administrative Agent The Noteholders shall have received counterparts evidence reasonably satisfactory to them that the closing of the NYSE Merger Transactions has occurred or will occur substantially concurrently with the occurrence of the First Amendment Effective Date in accordance with the Merger Agreement (as in effect on the Execution Date), without any amendment or modification thereto that, in the reasonable determination of the Required Holders, would be adverse in any material respect to the rights or interests of the Noteholders;
(b) The Noteholders shall have received a Subsidiary Guaranty (together with the guaranty provided by New ICE Parent in Section 22 of the Note Purchase Agreement as amended by this Amendment First Amendment, the “Guaranties”), duly executed and delivered by NYSE, by which NYSE guarantees all obligations under the Borrower Note Purchase Agreement and the Lenders constituting Notes (the Majority Lenders in form, substance and date satisfactory to the Administrative Agent;
(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document“Obligations”);
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent The Noteholders shall have received an a legal opinion by ▇from counsel to the Company, New ICE Parent and NYSE, in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ & and ▇▇▇▇▇▇ LLP, as counsel to the Credit PartiesRequired Holders, addressing such matters as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, as counsel to the Required Holders, may reasonably request;
(d) The Noteholders shall have received (i) an unaudited consolidated balance sheet of New ICE Parent and its Subsidiaries as of the last day of the fiscal quarter most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on such date and (ii) an unaudited consolidated income statement of New ICE Parent and its Subsidiaries for the period of four fiscal quarters most recently ended prior to the First Amendment Effective Date showing adjustments on a Pro Forma Basis to give effect to the consummation of the NYSE Merger Transactions as if such events had occurred on the first day of such period, together with an Officer’s Certificate with respect to the period covered by such financial statements, executed by a Senior Financial Officer of New ICE Parent, setting forth the computation of the financial covenants set forth in a Sections 10.1 and 10.2 of the Note Purchase Agreement as of the last day of the period covered by such financial statements, all of which shall be in form and substance reasonably satisfactory to the Administrative AgentRequired Holders;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date The Noteholders shall have occurred concurrently with received a certificate, signed by a Responsible Officer of each Obligor, in form and substance reasonably satisfactory to the occurrence Required Holders, certifying that the representations and warranties set forth in Article III hereof are true and correct as of the First Amendment Effective Date;
(f) the Borrower The Noteholders shall have paid received (i) a certificate of the secretary, an amendment fee payable to the Administrative Agent, for the account assistant secretary or other appropriate officer of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to New ICE Parent as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the Required Holders, certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all fees amendments thereto of New ICE Parent, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of New ICE Parent, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of New ICE Parent, authorizing the execution, delivery and performance of this First Amendment and its joining to the Note Purchase Agreement and guaranty of the obligations thereunder, and as to the incumbency and genuineness of the signature of each officer of New ICE Parent executing this First Amendment, and attaching all such copies of the documents described above; and (ii) a certificate of the secretary, an assistant secretary or other amounts due and payable on or prior to appropriate officer of NYSE as of the First Amendment Effective Date, in form and substance reasonably satisfactory to the Required Holders, certifying (A) that attached thereto is a true and complete copy of the articles or certificate of incorporation, certificate of formation or other organizational document and all amendments thereto of NYSE, certified as of a recent date by the Secretary of State (or comparable Governmental Authority) of its jurisdiction of organization, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws, operating agreement or similar governing document of NYSE, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors (or similar governing body) of NYSE, authorizing the execution, delivery and performance of a guaranty under the Note Purchase Agreement, and as to the incumbency and genuineness of the signature of each officer of NYSE executing such guaranty, and attaching all such copies of the documents described above;
(g) The Obligors shall have paid all remaining reasonable and documented fees and expenses disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇and ▇▇▇▇▇▇ LLP not previously paid in accordance with Section 2.1(e) in connection with the preparation, negotiation, execution and Stroock & Stroock & ▇▇▇▇▇ LLP delivery of this First Amendment and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreementtransactions contemplated hereby; and
(gh) the Administrative Agent The Obligors shall have received mortgages and other Security Instruments sufficient paid the amendment fee required by Section 2.3 hereof to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productioneach Noteholder.
Appears in 1 contract
Sources: Note Purchase Agreement (Intercontinentalexchange Inc)
First Amendment Effective Date. This Amendment shall become effective on as of the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”):) on which each of the following conditions shall have been satisfied:
(a) The Lead Arranger and the Administrative Agent shall have received counterparts a counterpart signature page of this Amendment duly executed and delivered by each of the Borrower and the Lenders constituting the Majority Lenders in formBorrower, substance and date satisfactory to the Administrative Agent;, the Issuing Bank and each Lender listed on the signature pages hereto constituting the Required Lenders.
(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) each representation The representations and warranty of the Borrower and the Guarantors warranties set forth in the Credit Agreement Sections 3(b) and in the other Loan Documents 3(c) of this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective Date, except and the Lead Arranger and the Administrative Agent shall have received a certificate (i) in form and substance reasonably acceptable to the extent any such representation and warranty is expressly limited to an earlier dateLead Arranger Administrative Agent), in which case, on and dated as of the First Amendment Effective DateDate and signed by a Financial Officer of the Borrower, certifying as to such representation representations and warranty warranties.
(c) Each Loan Party not a party hereto shall continue to be true have entered into a reaffirmation agreement in form and correct as of such specified earlier date, and (ii) substance reasonably satisfactory to the extent that any such representation Lead Arranger and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;the Administrative Agent.
(d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the The Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, Agent (A) for the account of each undersigned Revolving Lender who has executed that executes and delivered its delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on May 24, 2018 (or before 12:00 pm eastern such later time on December 21as the Administrative Agent, 2018the Lead Arranger and the Borrower shall agree) (the “Revolving Loan Consent Deadline”), a consent fee in an aggregate amount equal to 60 basis points 0.25% of the aggregate Revolving Commitments held by such Revolving Lender as of the Revolving Loan Consent Deadline and (B) for the account of each Term Lender that executes and delivers a counterpart signature page to this Amendment at or prior to 5:00 p.m., New York City time, on each June 5, 2018 (or such Lender’s later time as the Administrative Agent, the Lead Arranger and the Borrower shall agree) (the “Term Loan Consent Deadline”), a consent fee in an aggregate amount equal to 0.25% of the aggregate principal amount of the Term Loans on held by such Term Lender as of the First Amendment Effective Date Term Loan Consent Deadline and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all other fees and other amounts due and payable on pursuant to this Amendment and/or any letter agreements or prior fee letters by and between the Borrower and the Lead Arranger (collectively, “Engagement Letter”), including, to the First Amendment Effective Dateextent invoiced, including reasonable reimbursement or payment of documented and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses in connection with this Amendment and any other out-of-pocket expenses of the Lead Arranger and the Administrative Agent required to be paid or reimbursed or paid by the Borrower under pursuant to the Credit Agreement; and
(g) Agreement or the Engagement Letter. The Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of notify the Borrower and the Guarantors evaluated by Lenders hereto of the most recently delivered Reserve Report, after giving effect to exploration First Amendment Effective Date and production activities, acquisitions, dispositions such notice shall be conclusive and productionbinding.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”):date first above written when and only when:
(a) the Administrative Agent shall have received counterparts all of this Amendment the following, at Administrative Agent’s office, duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders in form, substance and date reasonably satisfactory to Administrative Agent:
(i) this Amendment, executed by the Borrower, the Guarantors, each of the Lenders, the Administrative Agent, Issuing Bank, and Swingline Lender;
(ii) replacement Notes for the Lenders whose Commitment has changed executed by the Borrower in favor of each such Lender requesting such a Note, each Note in a principal amount equal to such Lender’s Commitment and each Note dated as of the First Amendment Effective Date;
(iii) from the Borrower and the Guarantors, such certificates of secretary, assistant secretary, manager, or general partner, as applicable, as the Administrative Agent may reasonably require, certifying (i) resolutions of its board of directors, managers or members (or their equivalent) authorizing the execution and performance of this Amendment which such Person is executing in connection herewith, (ii) the incumbency and signature of the officer executing this Amendment, and (iii) there has been no change in such Person’s Organization Documents from the copies of such Person’s Organization Documents most recently delivered to the Administrative AgentAgent and Lenders or attaching any amendments or restatements thereof;
(biv) a certificate from Borrower (i) representing and warranting that, on and as of the First Amendment Effective Date, before and after giving effect to this Amendment, the increase in Commitments resulting hereunder (A) no Default or Event of Default shall exists or would exist under immediately after giving effect to the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth increase in the Credit Agreement Commitments, (B) the representations and warranties contained in Article V and the other Loan Documents shall be are true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any that such representation representations and warranty is expressly limited warranties specifically refer to an earlier date, in which case, on case they are true and correct in all material respects as of such earlier date, and except that the representations and warranties contained in subsections (a) and (b) of Section 5.06 shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, and (C) all financial covenants in Section 7.15 would be satisfied on a pro forma basis as of the most recent testing date and on the First Amendment Effective Date after giving effect to actual Credit Exposure on the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier dateif any, and (ii) ratifying and confirming each of the Loan Documents, (iii) agreeing that all Loan Documents shall apply to the extent Obligations as they are or may be increased by this Amendment and (iv) agreeing that any such representation its obligations and warranty is expressly qualified covenants under each Loan Document are otherwise unimpaired by materiality or by reference to Material Adverse Effect, such representation this Amendment and warranty (as so qualified) shall continue to be true remain in full force and correct in all respects;effect; and
(dv) the Administrative Agent shall have received an opinion by ▇▇▇from ▇▇▇▇▇ & ▇▇▇▇▇ Lovells US LLP, as counsel to each Loan Party and the Credit PartiesGeneral Partner, in a form and substance reasonably satisfactory to the Administrative Agent;Agent and its counsel.
(eb) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date Borrower shall have occurred concurrently with the occurrence of paid:
(i) all recording, handling, amendment and other fees required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Day prior to the First Amendment Effective Date;
(fii) the Borrower shall have arrangement fee to be paid to the Arranger pursuant to the First Amendment Fee Letter, which arrangement fee once paid will be fully earned and nonrefundable;
(iiii) an amendment the upfront fee payable to be paid to the Administrative Agent, Agent pursuant to the First Amendment Fee Letter for the account of each undersigned Lender who has executed and delivered increasing its Commitment, which upfront fee will be paid to each Lender increasing its Commitment that sends its signed signature page to this Amendment on or before 12:00 pm eastern to the Administrative Agent’s counsel by noon, New York time on December 21September 7, 20182011, in an amount equal which fee once paid will be fully earned and nonrefundable; and
(iv) the extension fee to 60 basis points on each such Lender’s Loans on be paid to the Administrative Agent pursuant to the First Amendment Effective Date and (ii) Fee Letter for the account of each Lender party to this Amendment, which extension fee will be paid to each Lender that sends its signed signature page to this Amendment to the extent invoiced no later than Administrative Agent’s counsel by noon, New York time on September 7, 2011, which fee once paid will be fully earned and nonrefundable.
(c) Borrower shall have paid, in connection with such Loan Documents, all other fees and reimbursements required to be paid to Administrative Agent pursuant to any Loan Documents for which Borrower has received an invoice at least one (1) Business Days Day prior to the First Amendment Effective Date, all or otherwise due Administrative Agent and including invoiced fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses disbursements of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionAgent’s attorneys.
Appears in 1 contract
First Amendment Effective Date. This Amendment Amendment, and the obligation of each New Term Lender to make or acquire by continuation New Term Loans, shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied date (such date, the “First Amendment Effective Date”):) on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received counterparts of (i) this Amendment duly Amendment, executed and delivered by the Administrative Agent, the Borrower and each other Loan Party, (ii) a Lender Addendum (x) in the Lenders constituting form of Exhibit A attached hereto, executed by each Additional Term Lender and (y) in the Majority Lenders form of Exhibit B attached hereto, executed by each Continuing Term Lender, collectively, committing herein to provide New Term Loans in form, substance and date satisfactory an aggregate principal amount sufficient to refinance in full the Administrative Agent;
(b) after giving effect to this Amendment, no Default or Event of Default shall exist Existing Term Loans outstanding under the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) immediately prior to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (iiiii) to reasonably satisfactory evidence that the extent invoiced no later than one Existing Term Loans shall have been paid in full or will be paid in full substantially simultaneously with the effectiveness of this Amendment, or replaced with the New Term Loans hereunder (1) Business Days prior to the First Amendment Effective Date, and all fees accrued interest thereon and other amounts due outstanding in respect thereof shall have been paid in full).
(b) All costs, fees and payable on or prior expenses required to be paid by the Borrower to the First Administrative Agent, the Lead Arranger and the New Term Lenders in connection with the Amended Credit Agreement and this Amendment Effective Date, (including the reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇legal counsel to the Administrative Agent) shall have been paid to the extent due and invoiced to the Borrower.
(c) The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the First Amendment Effective Date, substantially in the form of Exhibit C to the Credit Agreement, with appropriate insertions and attachments and (ii) evidence reasonably satisfactory to the Administrative Agent that each Loan Party is in good standing in its jurisdiction of organization.
(d) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required LLP, counsel to be reimbursed or paid by the Borrower under and its Restricted Subsidiaries, in form and substance reasonably acceptable to the Credit Agreement; andAdministrative Agent.
(ge) the The Administrative Agent shall have received mortgages a solvency certificate, dated the First Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement, executed by the chief financial officer of the Borrower, certifying that on the First Amendment Effective Date, immediately after giving effect to this Amendment, the continuation by each Continuing Term Lender of any Existing Term Loans to be continued as New Term Loans on the First Amendment Effective Date, the making by each Additional Term Lender of any New Term Loans to be made on the First Amendment Effective Date and the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are solvent.
(f) The Administrative Agent shall have received, at least one business day prior to the First Amendment Effective Date, all documentation and other Security Instruments sufficient information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to create first prioritythe First Amendment Effective Date and that the Administrative Agent reasonably determines is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, perfected Liens including the PATRIOT Act and the Beneficial Ownership Regulation (subject only provided that, upon the execution and delivery by such Lender of a Lender Addendum, the condition set forth in this clause (h) shall be deemed to Permitted Liensbe satisfied).
(g) Each of the representations and warranties made by any Loan Party in or pursuant to this Amendment, the Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on at least 95% and as of the total PV-9 First Amendment Effective Date immediately prior to and immediately after giving effect to the incurrence of the Proved Reserves New Term Loans and the use of proceeds thereof, except to the extent expressly made as of an earlier date, in which case such representations and warranties shall have been so true and correct as of such earlier date.
(h) No Default or Event of Default shall have occurred and be continuing on the First Amendment Effective Date immediately prior to and immediately after giving effect to this Amendment, the incurrence of the New Term Loans and the use of proceeds thereof.
(i) The Administrative Agent shall have received (a) “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property and (b) in the event any such Mortgaged Property is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area, (x) a notice about special flood hazard area status and flood disaster assistance, duly executed by the Borrower and the Guarantors evaluated applicable Loan Party and (y) evidence of flood insurance as required by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionCredit Agreement.
Appears in 1 contract
First Amendment Effective Date. (a) This First Amendment shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied date hereof (such date, the “First Amendment Effective Date”):) upon the satisfaction of the following conditions:
(ai) the Administrative Agent shall have received counterparts counterparty signature pages of this First Amendment duly executed and delivered by the Borrower and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative Agent;
(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) from each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and each Bank;
(ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion a certificate signed by ▇▇▇a Responsible Officer of the Company certifying that the conditions specified in Sections 5(b) and (c) have been satisfied;
(iii) The Company shall have paid all fees, charges and disbursements of ▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP in connection with the transactions contemplated hereby to the extent invoiced at least one (1) Business Day prior to the First Amendment Effective Date;
(iv) The Loan Parties shall have provided the documentation and Stroock & Stroock & ▇▇▇▇▇ LLP other information to the Agent and all reasonable outBanks that are required by regulatory authorities under applicable “know-ofyour-pocket expenses required customer” rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation, to the extent the Company shall have received written requests therefor at least five (5) Business Days prior to the First Amendment Effective Date; and
(b) Without limiting the generality of the provisions of Section 9.01 of the Amended Credit Agreement, for purposes of determining compliance with the conditions specified in Section 6(a) hereof, each Bank that has signed this First Amendment shall be deemed to have consented to, approved or accepted or to be reimbursed satisfied with, each document or paid other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Bank unless the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages notice from such Bank prior to the First Amendment Effective Date specifying its objection thereto.
(c) The Agent shall promptly notify the Company and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% the Banks of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionFirst Amendment Effective Date.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective on as of the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts a counterpart signature page of this Amendment duly executed by Holdings, U.S. HoldCo 1, U.S. HoldCo 2, the Borrower, the Administrative Agent and delivered by Lenders who shall constitute the Borrower Required Revolving Lenders, the Required Tranche A Terms Lenders, the Required Tranche B Term Lenders and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative AgentRequired Lenders;
(b) after giving effect all fees and expenses required to this Amendmentbe paid by (or on behalf of) the Borrower to the Administrative Agent or any arranger pursuant to any fee letter with the Borrower on or before the First Amendment Effective Date, no Default and the Consent Fee (as defined below), shall have been (or Event shall substantially contemporaneously be) paid in full in cash (and in the case of Default shall exist under expenses, to the Credit Agreement extent invoiced at least three Business Days prior to the First Amendment Effective Date or under any other Loan Documentsuch shorter period agreed by the Borrower in its sole discretion);
(c) the representations and warranties of each representation and warranty of the Borrower and the Guarantors Loan Party set forth in the Credit Agreement herein and in the other Loan Documents shall be true and correct in all material respects on and as of the First Amendment Effective Date; provided that, except (i) to the extent any that such representation representations and warranty is expressly limited warranties specifically refer to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty they shall continue to be true and correct in all material respects as of such specified earlier date; provided, and (ii) to the extent further, that any such representation and warranty that is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) Effect shall continue to be true and correct in all respects, taking into account such materiality or reference to Material Adverse Effect, on the First Amendment Effective Date or on such earlier date, as the case may be;
(d) at the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing; and
(e) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPa certificate, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on dated the First Amendment Effective Date and (ii) to signed by a Financial Officer or the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on President or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% a Vice President of the total PV-9 Borrower, confirming compliance with the conditions set forth in paragraphs (c) and (d) of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionthis Section 4.
Appears in 1 contract
First Amendment Effective Date. This Amendment (subject to Section 4), and the obligation of each New Term Lender to make or acquire by continuation New Term Loans, shall become effective on the first date on which each as of the conditions set forth in this Section 3.1 is satisfied date (such date, the “First Amendment Effective Date”):) on which the following conditions precedent have been satisfied:
(a) the The Administrative Agent shall have received counterparts of (i) this Amendment duly Amendment, executed and delivered by the Administrative Agent and the Borrower and Persons committing herein to provide New Term Loans in an aggregate principal amount sufficient to refinance in full the Lenders constituting Existing Term Loans outstanding under the Majority Lenders Credit Agreement immediately prior to the First Amendment Effective Date and (ii) reasonably satisfactory evidence that the Existing Term Loans shall have been paid in formfull or will be paid in full substantially simultaneously with the effectiveness of this Amendment, substance or replaced with the New Term Loans hereunder (and date all accrued interest thereon and other amounts outstanding in respect thereof shall have been paid in full).
(b) The Administrative Agent shall have received all necessary or reasonably advisable amendments to, and a reaffirmation agreement with respect to, the existing collateral security and guarantee documents delivered under the Credit Agreement, such amendments and reaffirmation agreement to be reasonably satisfactory to the Administrative Agent;.
(bc) All costs, fees and expenses required to be paid by the Borrower to the Administrative Agent, the Lead Arranger and the New Term Lenders in connection with the Amended Credit Agreement and this Amendment (including the reasonable and documented fees and expenses of legal counsel to the Administrative Agent) shall have been paid to the extent due and invoiced to the Borrower.
(d) The Administrative Agent shall have received (i) a certificate of the Borrower, dated the First Amendment Effective Date, substantially in the form of Exhibit B hereto, with appropriate insertions and attachments and (ii) evidence reasonably satisfactory to the Administrative Agent that each Loan Party is in good standing in its jurisdiction of organization.
(e) The Administrative Agent shall have received the executed legal opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLP, counsel to the Borrower and its Restricted Subsidiaries, in form and substance reasonably acceptable to the Administrative Agent.
(f) The Administrative Agent shall have received a solvency certificate, dated the First Amendment Effective Date, substantially in the form of Exhibit L to the Credit Agreement, executed by the chief financial officer of the Borrower, certifying that on the First Amendment Effective Date, immediately after giving effect to this Amendment, no Default or Event the continuation by each Continuing Term Lender of Default shall exist under any Existing Term Loans to be continued as New Term Loans on the Credit Agreement or under First Amendment Effective Date, the making by each Additional Term Lender of any other Loan Document;
(c) each representation New Term Loans to be made on the First Amendment Effective Date and warranty the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are solvent.
(g) The Administrative Agent shall have received, at least one business day prior to the Guarantors set forth First Amendment Effective Date, all documentation and other information about any Loan Party reasonably requested by the Administrative Agent in writing at least three business days prior to the First Amendment Effective Date and that the Administrative Agent reasonably determines (i) is required by United States bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and (ii) has not been previously provided to the Administrative Agent.
(h) Each of the representations and warranties made by any Loan Party in or pursuant to this Amendment, the Amended Credit Agreement and in the other Loan Documents shall be true and correct in all material respects (or in all respects if qualified by materiality) on and as of the First Amendment Effective DateDate immediately prior to and immediately after giving effect to the incurrence of the New Term Loans and the use of proceeds thereof, except (i) to the extent any such representation and warranty is expressly limited to made as of an earlier date, in which case, on case such representations and as of the First Amendment Effective Date, such representation and warranty warranties shall continue to be have been so true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;.
(di) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each No Default or Event of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date Default shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans be continuing on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days immediately prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, immediately after giving effect to exploration this Amendment, the incurrence of the New Term Loans and production activities, acquisitions, dispositions and productionthe use of proceeds thereof.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective be binding upon the Administrative Agent, Borrower, and the Lenders on the first date on last day upon which each (a) counterparts of the conditions set forth in this Section 3.1 is satisfied Amendment shall have been executed and delivered to Administrative Agent by Borrower, Administrative Agent, and Requisite Lenders, or when Administrative Agent shall have received, telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof, at which time this Amendment shall be deemed effective as of December 30, 2008 (such date, the “First Amendment Effective Date”):
); (ab) the Borrower shall have delivered to Administrative Agent copies (certified by the Secretary or Assistant Secretary of Borrower) of all corporate action taken by Borrower to authorize the execution, delivery, and performance of this Amendment; (c) Borrower’s counsel shall have received counterparts delivered a favorable legal opinion regarding the enforceability of this Amendment duly and such other matters incident to the transactions contemplated hereby as Administrative Agent may request; (d) Borrower and the requisite Noteholders shall have approved the Second Omnibus Amendment to the Note Agreements and shall have executed and delivered by the Borrower Second Omnibus Amendment to the Note Agreements, which shall be in all respects in form and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to Administrative Agent and Requisite Lenders; (e) Borrower shall have paid to each Consenting Lender (by payment to Administrative Agent for the Administrative Agent;
(baccount of each Consenting Lender) after giving effect an Amendment Fee in an amount equal to this Amendment, no Default or Event 0.50% of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower and the Guarantors set forth in the Credit Agreement and in the other Loan Documents shall be true and correct in all material respects such Consenting Lender’s Commitment on and as of the First Amendment Effective Date; (f) Borrower shall have paid the reasonable fees, except (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier dateexpenses, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion by ▇▇disbursements of ▇▇▇▇▇▇ & and ▇▇▇▇▇ LLP▇, as LLP which are reflected in statements of such counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable rendered on or prior to the First Amendment Effective Date, including reasonable date of this Amendment; and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) Borrower shall have delivered such other documents or certifications as Administrative Agent may reasonably request. Notwithstanding the foregoing provisions, for purposes of determining compliance with the conditions specified in this Paragraph 3, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received mortgages and other Security Instruments sufficient notice from such Lender prior to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productionproposed First Amendment Effective Date specifying its objection thereto.
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective on as of the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such datedate of effectiveness, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived in accordance with Section 9.02 of the Credit Agreement):
(a) the Administrative Agent shall have received counterparts a counterpart signature page of this Amendment duly executed by Holdings, LuxCo 1, LuxCo 2, the Borrowers, the other Loan Parties, the Administrative Agent and delivered by Lenders who shall constitute the Borrower Required Revolving Lenders, the Required Tranche A Terms Lenders, the Required Tranche B Term Lenders and the Lenders constituting the Majority Lenders in form, substance and date satisfactory to the Administrative AgentRequired Lenders;
(b) after giving effect all fees and expenses required to this Amendmentbe paid by (or on behalf of) the Borrowers to the Administrative Agent or any arranger pursuant to any fee letter with any Borrower or Holdings on or before the First Amendment Effective Date, no Default and the Consent Fee (as defined below), shall have been (or Event shall substantially contemporaneously be) paid in full in cash (and in the case of Default shall exist under expenses, to the Credit Agreement extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date or under any other Loan Documentsuch shorter period agreed by the Borrowers in their sole discretion);
(c) the Administrative Agent shall have received evidence that Payor (as defined in the Indemnity Agreement) shall have delivered to Payee (as defined in the Indemnity Agreement) a draft of this Amendment at least ten (10) Business Days (as defined in the Indemnity Agreement) prior to the First Amendment Effective Date;
(d) the representations and warranties of each representation and warranty of the Borrower and the Guarantors Loan Party set forth in the Credit Agreement and in the other Loan Documents Section 3 of this Amendment shall be true and correct in all material respects on and as of the First Amendment Effective DateDate after giving effect to this Amendment; provided that, except (i) to the extent any that such representation representations and warranty is expressly limited warranties specifically refer to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty they shall continue to be true and correct in all material respects as of such specified earlier date; provided, and (ii) to the extent further, that any such representation and warranty that is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) Effect shall continue to be true and correct in all respects;
(d) , taking into account such materiality or reference to Material Adverse Effect, on the First Amendment Effective Date or on such earlier date, as the case may be, and the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPa certificate, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on dated the First Amendment Effective Date and (ii) signed by a Financial Officer or the President or a Vice President of the Swiss Borrower, confirming, on behalf of the Swiss Borrower, to the extent invoiced no later than one knowledge of such individual, compliance with this paragraph (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and Stroock & Stroock & ▇▇▇▇▇ LLP and all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement; and
(g) the Administrative Agent shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% of the total PV-9 of the Proved Reserves of the Borrower and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and productiond).
Appears in 1 contract
First Amendment Effective Date. This Amendment shall become effective on as of the first date on which each of the conditions set forth in this Section 3.1 is satisfied (such date, the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied (or waived by each Lender):
(a) the The Administrative Agent (or its counsel) shall have received counterparts a counterpart signature page of this Amendment duly executed and delivered by the Borrower Borrower, the Administrative Agent, each Lender (representing each lender party to the Existing Credit Agreement) and the Lenders constituting the Majority Lenders in form, substance and date satisfactory each Tranche B Lender.
(b) The Administrative Agent (or its counsel) shall have received a written opinion (addressed to the Administrative Agent;
(b) after giving effect to this Amendment, no Default or Event of Default shall exist under the Credit Agreement or under any other Loan Document;
(c) each representation and warranty of the Borrower Tranche B Lenders and the Guarantors set forth in the Credit Agreement Lenders and in the other Loan Documents shall be true and correct in all material respects on and as of dated the First Amendment Effective Date, except ) from (i) to the extent any such representation and warranty is expressly limited to an earlier date, in which case, on and as of the First Amendment Effective Date, such representation and warranty shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and correct in all respects;
(d) the Administrative Agent shall have received an opinion by ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel to the Credit Parties, in a form reasonably satisfactory to the Administrative Agent;
(e) each of the Second Lien Indenture and the Second Lien Intercreditor Agreement shall be in full force and effect, and the Initial Exchange Date shall have occurred concurrently with the occurrence of the First Amendment Effective Date;
(f) the Borrower shall have paid (i) an amendment fee payable to the Administrative Agent, for the account of each undersigned Lender who has executed and delivered its signature page to this Amendment on or before 12:00 pm eastern time on December 21, 2018, in an amount equal to 60 basis points on each such Lender’s Loans on the First Amendment Effective Date and (ii) to the extent invoiced no later than one (1) Business Days prior to the First Amendment Effective Date, all fees and other amounts due and payable on or prior to the First Amendment Effective Date, including reasonable and documented fees and expenses of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP LLP, special counsel to the Borrower and Stroock & Stroock & ▇▇▇▇▇ LLP (ii) an associate general counsel, deputy general counsel or the general counsel of the Borrower or Anadarko, in each case, in form and substance reasonably acceptable to the Administrative Agent;
(c) The Administrative Agent (or its counsel) shall have received a certificate of a responsible officer of the General Partner, as general partner of and on behalf of the Borrower, dated the First Amendment Effective Date, attaching and certifying as to (i) the resolutions of the Board of Directors of the General Partner, as general partner of and on behalf of the Borrower, authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, (ii) the organizational documents of the Borrower (which, to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority), (iii) the good standing, existence or its equivalent of the Borrower and (iv) certificates of incumbency with respect to responsible officers of the Borrower;
(d) The Borrower shall have paid (i) to the Administrative Agent, for the account of the Lenders party hereto, an extension fee equal to 0.04% of the aggregate outstanding principal amount of the Tranche A Loans of such Lender under the Existing Credit Agreement as of the date hereof prior to giving effect to this Amendment, (ii) to the Administrative Agent, for the account of each Tranche B Lender, on the First Amendment Effective Date a fee equal to 0.075% of the Tranche B Commitments of such Tranche B Lender on the First Amendment Effective Date, and (iii) to the Administrative Agent, the Arrangers and the Lenders, as applicable, and to the extent invoiced at least two (2) Business Days prior to the First Amendment Effective Date (unless the Borrower otherwise consents), all fees and other amounts due and payable on the First Amendment Effective Date, including reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under Section 10.03 of the Amended Credit Agreement;
(e) To the extent reasonably requested by the Administrative Agent or any Lender in writing at least ten (10) business days prior to the First Amendment Effective Date, the Administrative Agent or such Lender, as the case may be, shall have received, at least three (3) Business Days prior to the First Amendment Effective Date, all documentation and other information required under applicable “know-your-customer” and anti-money laundering rules and regulations, including but not restricted to the USA Patriot Act, that was to ensure compliance therewith and (ii) to the extent the Borrower qualifies as a “legal entity customer” under the Credit AgreementBeneficial Ownership Regulation, the Administrative Agent or any Lender that has requested in writing a Beneficial Ownership Certification in relation to the Borrower shall have received such Beneficial Ownership Certification;
(f) The representations and warranties set forth in Section 4 are true and accurate in all material respects (unless qualified by materiality or Material Adverse Change, in which case such representation and warranty is true and accurate in all respects) on and as of the First Amendment Effective Date (except to the extent that such representations and warranties relate solely to an earlier date);
(g) There shall not have occurred a Material Adverse Change; and
(gh) the The Administrative Agent (or its counsel) shall have received mortgages and other Security Instruments sufficient to create first priority, perfected Liens (subject only to Permitted Liens) on at least 95% a certificate of a responsible officer of the total PV-9 General Partner, as general partner and on behalf of the Proved Reserves Borrower, certifying as to the satisfaction of the Borrower conditions specified in Sections 5(f) and the Guarantors evaluated by the most recently delivered Reserve Report, after giving effect to exploration and production activities, acquisitions, dispositions and production(g).
Appears in 1 contract