Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders: (i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation. (ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party. (iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower. (iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing. (v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A. (vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender. (vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested. (viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent. (x) The 364-Day Credit Agreement shall close simultaneously with this Agreement. (xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension. (xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Pioneer Standard Electronics Inc)
Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders shall not be required and the Issuers to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and the Guarantor, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the Guarantor, and a certificate of good standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the Guarantor, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantor, of its the by-laws of the Borrower or the Guarantor, as applicable, and of its the Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or the Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantor authorized to sign the Loan Documents to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the Guarantor.
(iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that (A) on the initial Credit Extension Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article VI are true and correct in all material respects as of the date hereof.
(v) A written opinion of counsel to the Borrower's counselBorrower and the Guarantor, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower, the Guarantor, the Administrative Agent, each Issuer and each Lender.
(vii) Any Revolving Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially Lender and the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedSwing Line Note.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the effectiveness of the Great Plains Credit Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentKCPL Credit Agreement.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer of the Borrower who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation (or analogous organizational document(s)) of each of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.;
(iib) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and each Guarantor, of its by-laws respective bylaws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor (as applicable) is a party.party (or analogous documents);
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.;
(ivd) A written opinion of the Borrower’s and Guarantors’ counsel, addressed to the Lenders, in substantially the form of Exhibit A;
(e) A certificate, signed by the chief financial officer Chief Financial Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.;
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vif) Any Notes requested by a Lender pursuant to Section 2.14 2.16 payable to the order of each such requesting Lender.;
(viig) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.;
(viiih) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.;
(ixi) The insurance certificate described in Section 5.19;
(j) The Administrative Agent shall have determined that (a) since December 2, 2006, there has been no material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally that would be likely to impair materially syndication of the Loans hereunder and (b) the Borrower has fully cooperated with the Administrative Agent’s syndication efforts including, without limitation, by providing the Administrative Agent with information regarding the Borrower’s operations and prospects and such other information as the Administrative Agent reasonably deems necessary to successfully syndicate the Loans hereunder;
(k) Evidence that (i) the Borrower shall have delivered accurate paid in full all principal of and complete copies of interest accrued on the outstanding loans under the Existing Credit Agreement for Inventory Purchasesand all fees, the Convertible Debenture expenses and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of other amounts owing by the Borrower with respect to such matters relating to those agreements thereunder and (ii) the Commitments (as required by defined in the Agent.Existing Credit Agreement) have terminated; and
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiil) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Clarcor Inc)
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (x) the Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders:Lenders of the documents listed in subsections (i) through (vii) below; (y) the Borrowers have furnished to the Administrative Agent the documents listed in subsections (viii) through (xii) below; and (z) the Administrative Agent shall have received from the Borrowers a facility fee in the amount of $125,000, which facility fee shall be allocated by the Administrative Agent to the Lenders as follows: $40,000 to Bank One, $35,000 to National City Bank, $25,000 to LaSalle Bank, National Association, and $25,000 to SunTrust Bank, Central Florida, N. A.
(i) Copies Copies, as applicable, of the articles or certificate of incorporation or organization of the Borrowereach Borrower and Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, as applicable, certified by the Secretary or Assistant Secretary of the Borrowereach Borrower and Guarantor, of its by-laws and of its the Board of Directors' resolutions and or of resolutions or actions of any other body authorizing the execution execution, delivery and performance of the Loan Documents to which the any Borrower and Guarantor is a partyparty and required Rate Management Transactions or of its operating or other management agreement and of resolutions of its members and of any other body authorizing the execution, delivery and performance of the Loan Documents to which such Borrower and Guarantor is a party and required Rate Management Transactions.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Borrower and Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower and Guarantor authorized to sign the Loan Documents to which the such Borrower or Guarantor is a partyparty and documents in connection with required Rate Management Transactions, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or Guarantor.
(iv) A certificate, signed by the chief financial officer of the each Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's Borrowers' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such Such other related money transfer authorizations documents as the Agent any Lender or its counsel may have reasonably requested.
(viii) The Security Agreement, the UCC Financing Statements and other Collateral Documents.
(ix) The insurance certificate described in Section 5.21.
(x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ixxi) The Borrower shall have delivered accurate Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments theretosigned by an Authorized Officer, together with a certificate of such other related money transfer authorizations as the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit ExtensionAdministrative Agent may have reasonably requested.
(xii) Such other documents as the Administrative Agent or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (MPW Industrial Services Group Inc)
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facilities have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) Evidence of the effectiveness of the Credit Agreement among Great Plains, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof.
(x) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(xi) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that all obligations under the Existing Credit Facilities have been (or, concurrently with the initial Credit Extension hereunder, will be) paid in full and (c) all of the following, in form and substance satisfactory to each Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief accounting officer or the chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially the form of Exhibit A.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viiviii) If the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(ix) Evidence of the effectiveness of the Credit Agreement among KCPL, various financial institutions and JPMorgan, as administrative agent, having terms substantially similar to the terms hereof.
(x) A copy of the SEC Order authorizing the Borrower to incur the Indebtedness contemplated by the Loan Documents, certified by the Secretary or an Assistant Secretary of the Borrower.
(xi) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized OfficerOfficer who has executed and delivered an incumbency certificate in accordance with the terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the representations and warranties contained in Article V are true and correct as of such date and (b) the Borrower has furnished to the Agent Agents with sufficient copies for the Lenders:
(i) Copies of the articles or certificate certificates of incorporation (or similar constitutive documents) of the BorrowerBorrower and each Guarantor (each a "Loan Party"), together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationorganization.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrowereach Loan Party, of its such Loan Party's by-laws (or similar constitutive documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower it is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan Documents to which the Borrower it is a partyparty and, in the case of the Borrower, to request Credit Extensions hereunder, upon which certificate the Agent Agents, the LC Issuers and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party.
(iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer, chief accounting officer or treasurer of the Borrower, showing the calculations necessary to determine compliance with this Agreement as of the Borrower's fiscal quarter ended September 26, 2004 and stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vA) A written opinion of the Borrower's counseland each Guarantor's counsel and (B) a written opinion of the Administrative Agent's counsel with respect to the enforceability of this Agreement, the Notes and the Guaranty, in each case in form and substance satisfactory to the Agents and addressed to the Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2 respectively.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application.
(viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viiiix) If Evidence satisfactory to the Agents that the Existing Credit Agreement shall have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been or shall simultaneously with the initial Credit Extension will Advance hereunder be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed paid in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentfull.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested., including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.
Appears in 1 contract
Sources: Revolving Credit Agreement (Applebees International Inc)
Initial Credit Extension. The Lenders and the LC Issuers shall not be required to make the initial Credit Extension hereunder unless (a) (i) all principal, interest and other amounts outstanding under the Existing Three Year Credit Agreement and the Existing Parent Three Year Credit Agreement shall be repaid and satisfied in full and (ii) all commitments to extend credit thereunder shall be terminated; and the Administrative Agent shall have received evidence of the foregoing satisfactory to it, including a payoff letter executed by the lenders or the agent under the Existing Three Year Credit Agreement and the Existing Parent Three Year Credit Agreement and (b) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws bylaws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a partyDocuments.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a partyDocuments, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borroweran Authorized Officer, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent, the LC Issuers as of the Closing Date and the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.12 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Idaho Power Co)
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has Borrowers have furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrowereach Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrowereach Borrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the such Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower or such Guarantor authorized to sign the Loan Documents to which the such Borrower or such Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the BorrowerCompany, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counselBorrowers' counsel and the Guarantors', addressed to the Lenders in substantially the form of Exhibit A.H.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DI, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments A Guaranty duly executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agenteach Guarantor.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Kaydon Corp)
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the LendersAgent:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents to which the Borrower it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's and each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedrequested and the payment of all fees required in connection herewith.
(viii) If All Guaranties signed by the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationGuarantors.
(ix) The Borrower shall have delivered accurate and complete copies Copies of such financial statements of the Agreement for Inventory Purchases, Borrower and its Subsidiaries required by the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments theretoAgent, together with a certificate of prospective financial information for the Borrower with respect and its Subsidiaries, in each case in form and substance satisfactory to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement Borrower and its Subsidiaries shall close simultaneously have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with this Agreementthe FASCO Acquisition and the other transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, and each of the foregoing shall be in full force and effect. All applicable waiting periods shall have expired without any action being taken by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the completion of the FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.
(xia) Payment in full and termination of All conditions precedent to the National City Credit Agreement simultaneously with such initial Credit Extension.
FASCO Acquisition shall have been satisfied pursuant to the FASCO Acquisition Documents or waived by the party entitled to do so to the extent permitted by Section 6.2 hereof; (xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Aggregate Commitment shall not ------------------------ become effective until the Borrower satisfies the conditions precedent contained in this Section 4.1 (provided the Borrower satisfies such ----------- conditions on or before September 17, 2001) and, if later, the date specified in the Borrowing Notice required pursuant to Section 4.1(m) as the date for -------------- the initial (and only) Advance to be made. The Lenders shall not be required to make the initial Credit Extension hereunder (and only) Advance hereunder, unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporation.
(iib) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Borrower Credit Documents to which the Borrower is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and its Subsidiaries, which shall identify by name and title and bear the signatures signature (or facsimiles thereof) of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Borrower Credit Documents and Subsidiary Guaranties, as applicable and, in the case of the Borrower, to which the Borrower is a partymake Credit Extensions hereunder, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(ve) A written opinion of ▇▇▇▇▇ ▇▇▇▇ LLP, legal counsel to the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A."C" hereto.
(vif) Any Notes requested by a Lender pursuant to Section 2.14 Note payable to the order of each such requesting Lenderthe Agent.
(viig) A compliance certificate in substantially the form of Exhibit "D" hereto signed by the Borrower's chief financial officer showing the calculations necessary to determine compliance with Sections 6.20, 6.21 and 6.22 of this ------------- ---- ---- Agreement.
(h) Written money transfer instructions, in substantially the form of Exhibit D"E" hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiii) If An amendment to the initial Credit Extension will be Note Purchase Agreement, on terms and conditions reasonably acceptable to the Agent and the Lenders, which amendment shall permit (i) the issuance of a Facility LCthe Subsidiary Guaranties required by this Agreement, a properly completed Facility LC Applicationconditioned only upon receipt by the Senior Noteholders of guaranties from such Subsidiaries on terms no less favorable to the Senior Noteholders than those contained in the Subsidiary Guaranties, which guaranties shall be required only for so long as the Subsidiary Guaranties have not been released and (ii) the execution of the Pledge Agreements required by this Agreement, conditioned only upon the requirement that the Lien of the Pledge Agreement be extended equally and ratably to the Senior Noteholders, which Lien in favor of the Senior Noteholders shall be required only for so long as the collateral under the applicable Pledge Agreement(s) hereunder has not been released.
(ixj) The Borrower shall have delivered accurate and complete copies Evidence satisfactory to the Agent that (i) all material conditions precedent to the consummation of the Whirlwind Acquisition have been satisfied or waived with the approval of the Agent, (ii) the Whirlwind Acquisition Agreement for Inventory Purchases, has been approved by all necessary corporate action of the Convertible Debenture Board of Directors and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate shareholders of the Borrower and Whirlwind, and has not been amended, waived or modified in any material respect adverse to the Lenders without the approval of the Agent and (iii) the Whirlwind Acquisition will close contemporaneously with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with initial funding under this Agreement.
(xik) Payment Evidence reasonably satisfactory to the Agent that all required governmental approvals related to the Whirlwind Acquisition have been obtained and all related filings made and any applicable waiting periods shall have expired or been terminated;
(l) Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order which, in full and termination the reasonable judgment of the National City Credit Agreement simultaneously with Agent, would prohibit the making of the Loans or the consummation of the Whirlwind Acquisition and the other transactions contemplated by the transaction documents or any litigation seeking such initial Credit Extension.an injunction or restraining order;
(xiim) Such other documents as The Agent shall have received a Notice of Borrowing. The Borrowing Notice with respect to such Advance, shall constitute a representation and warranty by the Agent or its counsel may Borrower that the conditions contained in Section 4.1 have reasonably requested.been satisfied. -----------
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make In the case of the initial Credit Extension hereunder unless Extension:
5.2.1 receipt by the Borrower has furnished to Administrative Agent of the Agent with sufficient copies for the Lendersfollowing:
(i) Copies copies of the articles or Certificate of Incorporation, and all amendments thereto, of the Borrower and each Guarantor, accompanied by a certificate that such copies are correct and complete, issued by the Secretary of State of the state of incorporation or formation of the Borrower, together with all amendments, Borrower and each Guarantor dated a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.current date;
(ii) Copies, certified by the Secretary or Assistant Secretary copies of the BorrowerBylaws, and all amendments thereto, of its by-laws the Borrower and each Guarantor, accompanied by a certificate that such copies are correct and complete of its Board an authorized representative of Directors' resolutions the Borrower and each Guarantor dated the Effective Date;
(iii) certificates of resolutions the appropriate Governmental Authority of each jurisdiction in which the Borrower and each Guarantor has an executive office or actions principal place of business, the Borrower or such Guarantor was formed or in which any Collateral is located (if the Borrower or any Guarantor is required to qualify to do business in such state), each dated a current date, to the effect that the Borrower and each Guarantor is in good standing with respect to the payment of franchise and/or other body authorizing Taxes and, if required by law, is duly qualified to transact business in such jurisdiction;
(iv) certificates of incumbencies and signatures of all officers of the execution Borrower and each Guarantor who will be authorized to execute or attest any of the Loan Documents to which on behalf of the Borrower is or a party.
(iii) An incumbency certificateGuarantor, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers an authorized representative of the Borrower authorized to sign or such Guarantor, dated the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.Effective Date;
(v) A copies of resolutions approving the Loan Documents and authorizing the transactions contemplated therein, duly adopted by the Board of Directors of the Borrower and each Guarantor, accompanied by a certificate of an authorized representative of the Borrower and each Guarantor that such copies are true and correct copies of resolutions duly adopted at the meeting of, or by the unanimous written opinion consent of, the Board of Directors (or authorized body serving a similar function) of the Borrower and each Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, have not been amended, modified or revoked in any respect, and are in full force and effect as of the Effective Date;
5.2.2 receipt by the Administrative Agent of the documents, instruments and any deliveries described in Section 4.1, each duly executed and delivered by the appropriate Person;
5.2.3 receipt by the Administrative Agent of such title reports as the Administrative Agent may reasonably request, in form and substance and from attorneys or other Persons reasonably acceptable to the Administrative Agent, covering and confirming indefeasible title in the Borrower to no less than 90% of the PV10 Value of the Proved Reserve portion of the Oil and Gas Properties of the Borrower included in the Initial Reserve Report and such other documentation and information reasonably required by the Administrative Agent to satisfy the Administrative Agent of the status of the title of such portion of the Collateral;
5.2.4 receipt by the Administrative Agent of the results of searches of the UCC records of the state in which the Borrower and each Guarantor was organized and of each state in which any Collateral is situated reflecting no Liens on the Collateral except Liens in favor of the Administrative Agent and Permitted Liens;
5.2.5 receipt by the Administrative Agent of (i) satisfactory proof of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies termination of the Agreement for Inventory Purchases, the Convertible Debenture Existing Credit Facility and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate obligations of the Borrower or the lenders thereunder in connection therewith on the Effective Date and (ii) reasonably satisfactory evidence that prior Liens, if any, on any of the Oil and Gas Properties other than Permitted Liens are being released concurrently with respect to such matters relating to those agreements as required the Closing;
5.2.6 receipt by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination Administrative Agent of the National City Credit Agreement simultaneously with opinions of counsel to the Borrower and each Guarantor in form and substance reasonably satisfactory to the Administrative Agent and its counsel, including the opinions of local counsel in each jurisdiction in which the Mortgages are to be recorded. The Borrower and each Guarantor hereby requests such initial Credit Extension.counsel to deliver its opinions to the Administrative Agent;
(xii) Such other documents 5.2.7 receipt by the Administrative Agent of certificates of insurance acceptable to Administrative Agent from the Borrower's insurance broker, confirming insurance for the Borrower and each Subsidiary as of the Agent or its counsel may have reasonably requested.Effective Date meeting the standards of Section
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedof any required governmental approvals or consents regarding this Agreement.
(viii) If Evidence that the initial Amended and Restated Credit Extension will be Agreement dated December 21, 2005 among the issuance of a Facility LCBorrower, a properly completed Facility LC Applicationvarious financial institutions and JPMorgan Chase Bank, N.A. as administrative agent, has been terminated and all amounts payable thereunder (other than contingent indemnity obligations) have been paid in full.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facilities have been paid in full (other than four letters of credit which amount, in the aggregate, to $56,673,697 which will be governed by different documentation with the respective issuers going forward) and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and the Guarantor, and together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the Guarantor, and a certificate of good standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the Guarantor, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the Guarantor as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of each of the Borrower, of its Borrower and the Guarantor attaching the by-laws of the Borrower or Guarantor, as applicable and of its the Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Guarantor authorized to sign the Loan Documents to which the Borrower or the Guarantor is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the Guarantor.
(iv) A certificate, signed by the chief financial officer Treasurer or the Chief Financial Officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuingcontinuing and setting forth the Guarantor’s ▇▇▇▇▇’▇ Rating and the S&P Rating as of the Closing Date.
(v) A written opinion of counsel to the Borrower's counselBorrower and the Guarantor, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower, the Guarantor, the Administrative Agent and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially Lender and the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedSwing Line Note.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and complete copies signed by an Authorized Officer of the Agreement for Inventory Purchases, Borrower who has executed and delivered an incumbency certificate in accordance with the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments theretoterms hereof, together with a certificate of such other related money transfer authorizations as the Borrower with respect to such matters relating to those agreements as required by the AgentAdministrative Agent may have reasonably requested.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make ------------------------ the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to October 22, 1999, the Upfront Fees are paid to the Lenders in immediately available funds and the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws bylaws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If Information satisfactory to the initial Credit Extension will be Agent and the issuance of a Facility LC, a properly completed Facility LC ApplicationRequired Lenders regarding the Borrower's Year 2000 Program.
(ix) The Borrower shall have delivered accurate Pledge and complete copies of the Security Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentGuaranty.
(x) The 364-Day Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the AmSouth Credit Agreement shall close simultaneously with this Agreementhave been paid in full and all commitments thereunder have terminated and all liens granted in connection therewith have been released, including any UCC termination statements or releases executed in connection therewith.
(xi) Payment in full Evidence satisfactory to the Agent that the Borrower and termination of each Subsidiary have fully cooperated with the National City Credit Agreement simultaneously Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such initial Credit ExtensionSubsidiary's operations and prospects and such other information as the Agent deems reasonably necessary to successfully syndicate the Loans hereunder.
(xii) A final copy of the Working Capital Credit Agreement.
(xiii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower has furnished to the Agent with sufficient in the number of copies for as Agent shall have reasonably requested each of the Lendersfollowing documents and (b) each of the following events shall have occurred, as applicable:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer Chief Financial Officer or Treasurer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Agent and the Lenders in substantially form and substance reasonably acceptable to the form of Exhibit A.Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.16 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DEXHIBIT E, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this This Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower representations and warranties contained in Article V are true and correct in all material respects as of such date and (b) the Company has furnished to the Agent Agents with sufficient copies for the Lenders:
(i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of the BorrowerCompany, each other Borrower and each Guarantor (each a “Loan Party”), together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower it is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan Documents to which the Borrower it is a partyparty and, in the case of the Borrowers, to request Loans hereunder, upon which certificate the Agent Agents and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party.
(iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or treasurer of the BorrowerCompany, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date (a) no Default or Unmatured Default has occurred and is continuing, (b) all of the representations and warranties in Article V shall be true and correct in all material respects as of such date and (c) no material adverse change in the business, financial condition or operations of the Company or any of its Subsidiaries has occurred since August 31, 2006.
(v) A written opinion certificate in form and substance satisfactory to the Administrative Agent stating that there exists no injunction or temporary restraining order which would prohibit the making of the Borrower's counselinitial Credit Extensions or any litigation seeking such an injunction or restraining order.
(vi) A certificate of value, solvency and other appropriate factual information in form and substance reasonably satisfactory to the Administrative Agent and Arranger from the chief financial officer of the Company (on behalf of the Company and the Borrowers) in his or her representative capacity supporting the conclusions that as of the initial funding date the Company and its Subsidiaries on a consolidated basis are Solvent and will be Solvent subsequent to incurring the Indebtedness contemplated under the Loan Documents, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small working capital for general corporate purposes.
(vii) Written opinions of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel to the Borrowers and each Guarantor, in form and substance satisfactory to the Agents and addressed to the Lenders in substantially the form of Exhibit A.
(viviii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(viiix) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viiixi) If Evidence satisfactory to the initial Credit Extension will be Agents that the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Existing Credit Agreement shall close have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been, or shall simultaneously with this Agreement.
(xi) Payment the initial Advance hereunder be, paid in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extensionfull.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(ia) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation and accompanied by a certification by the Secretary or Assistant Secretary of the Borrower that there have been no changes in the matters certified by such governmental officer since the date of such governmental officer's certification.
(iib) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) Copies of the articles or certificate of incorporation or organization of each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation or organization and in each case accompanied by a certification by the Secretary or Assistant Secretary of such Guarantor that there have been no changes in the matters certified by such governmental officer since the date of such governmental officer's certification.
(e) Copies, certified by the Secretary or Assistant Secretary of each Guarantor, of its by-laws or its operating or other management agreement and of resolutions of its Board of Director or members and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which each Guarantor is a party.
(f) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of each Guarantor authorized to sign the Loan Documents to which each Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by each Guarantor.
(g) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vh) A written opinion of the Borrower's and the Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viij) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiik) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ixl) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments A Guaranty executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agenteach Material Domestic Subsidiary.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiim) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. (a) The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) This Agreement, executed by an Authorized Representative of each party hereto.
(ii) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such requesting Lender executed by an Authorized Representative of the maker thereof.
(iii) The Pledge and Security Agreements, together with UCC financing statements and stock certificates representing all of the issued and outstanding capital stock of each of the Guarantors (with stock powers duly endorsed in blank), in each case, executed by an Authorized Representative of each party thereto.
(iv) The Mortgages with respect to the real property identified on Schedule 4.1 (iv), in each case executed by an Authorized Representative of each party thereto, together with such surveys and title insurance policies as the Agent may require.
(v) The Guaranty executed by an Authorized Representative of each of the Guarantors.
(vi) The Intercompany Subordination Agreement and the Subordination Agreement, each executed by an Authorized Representative or authorized representative of each party thereto.
(vii) A true and complete copy of the Seller Agreements and the Mega Marts Notes, which Seller Agreements and Mega Marts Notes shall be in form and substance reasonably satisfactory to the Agent and the Required Lenders, together with a certificate executed by an Authorized Person of the Borrower, certifying that the transactions contemplated by the Seller Agreements have been consummated substantially in accordance with their terms.
(viii) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each of the Guarantors, together with all amendments, and a certificate of good standingstanding or current status, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporation.
(iiix) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the Guarantors, of its their respective by-laws and of its their respective Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each of the other Loan Parties is a party.
(iiix) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each of the Guarantors, which shall identify by name and title and bear the signatures of the Authorized Officers Representatives and any other officers of the Borrower and the Guarantors authorized to sign the Loan Documents to which each of the Borrower and the Guarantors is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor.
(ivxi) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuingcontinuing and that there has been no material adverse change in the business, condition (financial or otherwise), operations, performance, Properties or prospects of the Loan Parties since January 1, 2000.
(vxii) A written opinion of the Borrower's Loan Parties' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender4.1(xii).
(viixiii) Written money transfer instructions, in substantially the form of Exhibit D4.1(xiii), addressed to the Agent and signed by an Authorized OfficerRepresentative, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiixiv) Evidence that there is no suit, action, injunction or restraining order which, in the reasonable judgment of the Agent: (a) seeks to prohibit the making of the Loans, and (b) that if adversely determined against any Loan Party, would have a Material Adverse Effect.
(xv) Information satisfactory to the Agent and the Required Lenders regarding the Agent's due diligence investigation of the Loan Parties, including without limitation, information pertaining to the Loan Parties' Contingent Obligations, contractual obligations, compliance with Environmental Laws (including compliance with the terms set forth in the Agent's Environmental Policy) and other legal (including all applicable requirements of Regulations U, T and X of the Board of Governors of the Federal Reserve System) and regulatory matters, joint venture liability, products liability exposure, and intellectual property and license agreements.
(xvi) Audited financial statements for the 1997 and 1998 fiscal year ends of each of Mega Marts, Inc. and Ultra Mart, Inc., and unaudited financial statements for the 1999 fiscal year end of Ultra Mart, Inc.
(xvii) Pro forma opening financial statements and updated projections giving effect to the Borrower's acquisitions of Mega Marts, Inc. and Ultra Mart, Inc., together with such other information as the Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma opening financial statements and updated projections (a) which must not be materially less favorable, in the Agent's reasonable judgment, than the projections previously delivered by the Borrower to the Agent and (b) which must demonstrate, in the Agent's reasonable judgment, that the Borrower can repay its Obligations as and when due and can comply with the financial covenants set forth in Section 6.2.14 of this Agreement.
(xviii) Evidence satisfactory to the Agent that all of the Loan Parties' obligations under all existing bank credit facilities and all senior note agreements have been indefeasibly paid in full and that all committed and uncommitted credit facilities have been terminated.
(xix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ixxx) The Borrower shall have delivered accurate and complete copies Evidence of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed insurance coverage described in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentSection 6.1.3.
(xxxi) The 364-Day Credit Agreement shall close simultaneously with this AgreementGeneral Intangibles Mortgage executed by an Authorized Representative of the Borrower.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiixxii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
(b) In addition to the deliveries required under Section 4.1(a), the Lenders shall not be required to make the initial Credit Extension hereunder unless:
(i) the Borrower has delivered or caused to be delivered executed lessor's agreements in form and substance satisfactory to the Agent for each of the locations identified on Schedule 4.1(b)(i) hereto (Warehouses), and (ii) the Borrower demonstrates to the Agent's reasonable satisfaction that it has used reasonable commercial efforts to obtain executed lessor's agreements in form and substance satisfactory to the Agent for each of the locations identified on Schedule 4.1(b)(ii) hereto (Leased Store Locations).
(c) Notwithstanding any term contained herein to the contrary, within sixty (60) days of the Closing Date, the Borrower shall furnish to the Agent (with sufficient copies for the Lenders), the audited financial statements for the 1999 fiscal year of Mega Marts, Inc.
Appears in 1 contract
Sources: Credit Agreement (Roundys Inc)
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the LendersAgent:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Guarantor authorized to sign the Loan Documents to which the Borrower it is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's and each Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A.D.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DE, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedrequested and the payment of all fees required in connection herewith.
(viii) If All Guaranties signed by the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationGuarantors.
(ix) The Borrower shall have delivered accurate and complete copies Copies of such financial statements of the Agreement for Inventory Purchases, Borrower and its Subsidiaries required by the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments theretoAgent, together with a certificate prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Agent.
(x) The Borrower and its Subsidiaries shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary in connection with the transactions contemplated by the Loan Documents, and each of the foregoing shall be in full force and effect.
(xi) All liabilities and obligations under the existing Three-Year Credit Agreement of the Borrower dated December 30, 2002, as amended, shall be paid in full and the credit facility thereunder shall be terminated (and the Borrower hereby agrees that any commitment to lend or other credit facility under such credit agreement is terminated).
(xii) The Agent shall have received a certificate from the chief financial officer of the Borrower concerning the solvency and other appropriate factual information with respect to such the Borrower and its Subsidiaries, in form and substance satisfactory to the Agent.
(xiii) Satisfactory results of all due diligence required by the Agent, including without limitation a review of all contingent liabilities, a review of contracts and insurance, a review of all litigation, environmental matters, all retiree medical benefits, ERISA matters relating and other due diligence with respect to those agreements the Borrower and its Subsidiaries as required by the Agent.
(xxiv) The 364-Day Credit Agreement Agent shall close simultaneously with this Agreementhave determined that there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets or in capital markets generally that would likely impair syndication of the Obligations hereunder.
(xixv) Payment in full and termination of the National City Credit Agreement simultaneously with The Agent shall have received such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (a) the Borrower representations and warranties contained in Article V are true and correct as of such date and (b) the Company has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate certificates of incorporation (or similar Constitutive Documents) of the BorrowerCompany and each Guarantor (each a "Loan Party"), together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, each Loan Party of its by-laws (or similar Constitutive Documents) and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower it is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Loan Party, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower such Loan Party authorized to sign the Loan Documents to which the Borrower it is a partyparty and, in the case of the Borrowers, to request Loans hereunder, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowerapplicable Loan Party.
(iv) A certificateAn opening compliance certificate in substantially the form of Exhibit B, signed by the chief financial officer or treasurer of the BorrowerCompany, showing the calculations necessary to determine compliance with this Agreement on the initial Credit Extension Date and stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the each Borrower's and each Guarantor's counsel, in form and substance satisfactory to the Administrative Agent and addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) If the initial Credit Extension shall be the issuance of a Facility LC, a properly completed Facility LC Application.
(viii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viiiix) If Evidence satisfactory to the Administrative Agent that the Existing Credit Agreement shall have been or shall simultaneously on the Closing Date be terminated (except for those provisions that expressly survive the termination thereof) and all loans outstanding and other amounts owed to the lenders or agents thereunder shall have been or shall simultaneously with the initial Credit Extension will Advance hereunder be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed paid in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentfull.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.requested including, without limitation, each document identified on the List of Closing Documents attached hereto as Exhibit F.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the following conditions precedent have been satisfied or, as applicable, unless the Borrower has furnished the following to the Agent each in form and substance satisfactory to the Agent and with sufficient copies for the Lenders, where appropriate, executed by the relevant Person and notarized except, in each case, as such shall be listed on Schedule 6.26:
(i) Copies of the articles or certificate of incorporation or organization, as applicable, of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its such Person's jurisdiction of incorporationorganization or at Borrower's option, by an appropriate officer of Borrower or the relevant Subsidiary, along with certificates of good standing and existence or authority to do business as a foreign entity, as applicable.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, of its their respective by-laws and of its Board of Directors' resolutions laws, operating or other management agreement and of resolutions of their respective boards of directors or actions members and of any other body authorizing the execution of the Loan Documents to which the Borrower such Person is a party.
(iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and its Domestic Subsidiaries that are Material Subsidiaries, as applicable, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers or managers of the Borrower and its Domestic Subsidiaries authorized to sign the Loan Documents to which the Borrower such Person is a party, upon which certificate certificates the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating each Guarantor that is a Material Subsidiary certifying that on the initial Credit Extension Date no Default or Unmatured Default has occurred and such Guarantor is continuingsolvent, which certificate shall be, substantially in the form of Exhibit 4.1(iv) hereto.
(v) A Both (a) a written opinion or opinions of the Borrower's counsel, addressed to the Lenders and covering such matters as may be required by Agent, in substantially form and substance reasonably satisfactory to the form of Exhibit A.Agent, and (b) an enforceability opinion with respect to the Acquisition Agreement.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D4.1(vii), addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If The payment to the initial Credit Extension will be Agent and the issuance Lenders of a Facility LCall (A) fees and expenses agreed upon by such Person and the Borrower (including those agreed to in that certain Agent and Fee Letter dated July 3, a properly completed Facility LC Application2000).
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentThis Agreement.
(x) The 364-Day Credit Agreement shall close simultaneously with this AgreementCollateral Documents.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit ExtensionThe Subordination Agreement.
(xii) There shall not have occurred, in the Agent's sole discretion, a Material Adverse Effect in respect of the Borrower and its Subsidiaries on a consolidated basis since August 31, 1999 or in respect of the Stone & Webs▇▇▇ ▇▇▇ets from the pro forma financial statements dated July 1, 2000.
(xiii) There shall not have occurred, in the Agent's sole discretion, any material adverse change in primary and secondary loan syndication markets or capital markets generally that would impair syndication of the Loans.
(xiv) The insurance certificate described in Section 5.21.
(xv) Lien searches on the Borrower and each Guarantor in the jurisdictions requested by the Agent, together with waivers from the holders of any Liens (other than Permitted Liens) as deemed necessary by the Lenders.
(xvi) Evidence satisfactory to the Agent that all of the Borrower's Obligations (as defined in the Existing Facility) shall, simultaneously with the effectiveness of this Agreement, be paid in full with the proceeds of the Indebtedness incurred under this Agreement and the liens and security interests granted in connection therewith shall be terminated and released.
(xvii) Evidence satisfactory to the Agent that all of the outstanding obligations under the Note Purchase Agreement shall, simultaneously with the effectiveness of this Agreement, be paid in full with the proceeds of the indebtedness incurred under this Agreement and the liens and security interests granted in connection therewith shall be terminated and released.
(xviii) Evidence satisfactory to the Agent that the respective directors of the Borrower or its Subsidiary or Subsidiaries acquiring the Stone & Webs▇▇▇ ▇▇▇ets have approved the Stone & Webs▇▇▇ Acquisition and that all regulatory and legal approvals for the Stone & Webs▇▇▇ ▇▇▇uisition have been obtained.
(xix) Evidence satisfactory to Agent that the Acquisition Agreement has been approved by the judge presiding in the Stone & Webs▇▇▇ ▇▇▇kruptcy proceeding in the form of an order reasonably satisfactory to Agent authorizing the Stone & Webs▇▇▇ ▇▇▇uisition and ordering the same to be made free and clear of all liens, claims and encumbrances with respect to the Stone & Webs▇▇▇ ▇▇▇ets, except for minor encumbrances provided for in the Acquisition Agreement or the documents evidencing the conveyance of the Stone & Webs▇▇▇ ▇▇▇ets that are approved by Borrower and Agent.
(xx) Receipt and approval by Agent of all material terms relating to the Stone & Webs▇▇▇ ▇▇▇uisition.
(xxi) The representations and warranties contained in the Acquisition Agreement shall be accurate and all material conditions contained therein shall have been satisfied (other than the fact that the order approving the Stone & Webs▇▇▇ ▇▇▇uisition has not yet become final).
(xxii) Evidence satisfactory to the Agent of the payment of all Indebtedness owing by Stone & Webs▇▇▇, ▇▇cept as shown on Schedule 4.1(xxii), a copy of all documents evidencing or securing said Indebtedness and an agreement with the issuers of any Letters of Credit issued for the account of Stone & Webs▇▇▇ ▇▇ to the continuation thereof and release of all collateral securing such Letters of Credit.
(xxiii) Agent shall have received copies of any fairness opinion available to Borrower related to the Stone & Webs▇▇▇ Acquisition.
(xxiv) No litigation shall be pending that (i) has resulted in or requests an injunction or restraining order prohibiting the Stone & Webs▇▇▇ ▇▇▇uisition or the Loan, or (ii) could reasonably be expected, if adversely decided, to result in a Material Adverse Effect on Borrower or have a material adverse effect on the Stone & Webs▇▇▇ Assets as a whole.
(xxv) The calculation shown on Schedule 4.1(xxv) shall be true and correct, Borrower shall be in pro forma and historical compliance with all covenants contained in Article VI hereof, including specifically, without limitation, those contained in Section 6.22 (but excluding the covenant contained in Section 6.22.2).
(xxvi) A listing of all Investments in excess of $1,000,000 by the Borrower or a Domestic Subsidiary in any Foreign Subsidiary.
(xxvii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Shaw Group Inc)
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation., as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT. 31
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer Chief Accounting Officer or the Chief Financial Officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate effectiveness of the Borrower with respect Great Plains Credit Agreement, having terms substantially similar to such matters relating to those agreements as required by the Agentterms hereof.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless the Borrower has made payment to the Administrative Agent for the account of the Lenders in immediately available funds the upfront fees payable under Section 2.4 and the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:
(i) Copies of the restated articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA Patriot Act or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA Patriot Act.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date date of this Agreement (a) the representations and warranties contained in Article V are true and correct in all material respects and (b) no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed Evidence satisfactory to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedof any required governmental approvals or consents regarding this Agreement.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Mge Energy Inc)
Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required to make the initial Credit Extension hereunder unless shall be subject to the satisfaction of the following conditions precedent and, if applicable, the delivery by the Borrower has furnished to the Agent with sufficient copies for the LendersLenders of:
(ia) Copies of the articles or certificate of incorporation formation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction the State of incorporationDelaware and certified by the secretary or assistant secretary of the Borrower and (b) a certificate of good standing, certified by the appropriate governmental officer in the State of Delaware.
(ii) 4.1.2 Copies, certified by the Secretary secretary or Assistant Secretary assistant secretary of the Borrower, of its by-laws limited liability company agreement and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) 4.1.3 An incumbency certificate, executed certified by the Secretary secretary or Assistant Secretary assistant secretary of the Borrower, which shall (i) identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents (together with the Authorized Officers, being collectively, the “Designated Persons” and each being a “Designated Person”) to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower and (ii) certify as to the tax identification number and a business address of the Borrower, as well as any other information reasonably requested in writing by the Agent or any Lender prior to the Closing Date as necessary for the Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the Patriot Act.
(iv) 4.1.4 A certificate, signed by the chief financial officer or treasurer of the Borrower, stating that (a) as of the Closing Date, there are no material actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the best of such officer’s knowledge, threatened against the Borrower in writing which could reasonably be expected to have a Material Adverse Effect, (b) as of the Closing Date, no event or condition has occurred since December 31, 2006 that has had or could reasonably be expected to have a Material Adverse Effect, (c) all material financial statements and information delivered to the Agent and the Lenders on or before the Closing Date were prepared in good faith and, in the case of such financial statements, in accordance with GAAP and (d) immediately after giving effect to this Agreement, the other Loan Documents and all the transactions contemplated herein and therein to occur on the initial Credit Extension Date Closing Date, (A) no Default or Unmatured Default has occurred exists and is continuing(B) all representations and warranties contained herein and in the other Loan Documents are true and correct in all material respects on and as of the date made (except to the extent such representations and warranties expressly speak to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date).
(v) 4.1.5 A written opinion of the Borrower's counsel’s counsels, in form and substance satisfactory to the Agent and addressed to the Lenders Lenders, in substantially the form of Exhibit A.
(vi) 4.1.6 Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) 4.1.7 Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officera Designated Person, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If 4.1.8 The Agent shall have received duly executed copies of this Agreement from each party hereto.
4.1.9 As of the Closing Date, there shall be no material actions, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or threatened against the Borrower which are reasonably likely to be decided adversely to the Borrower and if so decided would have a Material Adverse Effect.
4.1.10 As of the Closing Date, no event or condition shall have occurred since December 31, 2006 that has had or could be reasonably expected to have a Material Adverse Effect.
4.1.11 The aggregate amount of Commitments of all Lenders on the Closing Date shall be not less than $250,000,000.
4.1.12 Completion prior to or concurrently herewith of the initial Credit Extension will be public offering (the issuance of a Facility LC, a properly completed Facility LC Application.
(ix“IPO”) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, limited partnership units of the Convertible Debenture and MLP on terms consistent with the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of form S-1 (as amended) filed by the Borrower with respect the SEC on November 29, 2007, with such amendments and modifications thereto which are not materially adverse to such matters relating to those agreements as required the Agent and the Lenders.
4.1.13 Payment by the AgentBorrower of all fees and expenses owed by it to the Lenders, the Agent and the Arrangers which are due on the Closing Date, including, without limitation, payment of the fees set forth in the Fee Letters.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) 4.1.14 Such other documents as the Agent any Lender or its counsel may have reasonably requested. The Agent shall promptly notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding on all parties hereto.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to ------------------------ make the Term Loans or any initial Revolving Credit Extension hereunder Advance, the Swing Line Lender shall not be required to make Swing Line Loans and no LC Issuer shall be required to issue a Facility LC hereunder, unless the Borrower has furnished (if applicable) to the Agent Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent:
(ia) Copies of the articles or certificate of incorporation (or other comparable constituent document) of each of the BorrowerBorrower and the initial Obligor Subsidiaries, together together, in each case, with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization, as well as any other information required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318 or otherwise necessary for the Agent or any Lender to verify the identity of the Borrower and the initial Obligor Subsidiaries as required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318.
(iib) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the initial Obligor Subsidiaries, of its by-laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Borrower Credit Documents to which the Borrower is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the initial Obligor Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and each initial Obligor Subsidiary, as applicable, authorized to sign the Loan Documents Borrower Credit Documents, Subsidiary Guaranties and initial Collateral Documents, as applicable, and, in the case of the Borrower, to which the Borrower is a partymake Credit Extensions hereunder, upon which certificate the Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date (i) no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) no material adverse change in the business, financial condition, operations or prospects of the Borrower's or any of the Borrower's Subsidiaries' has occurred since the Borrower's consolidated financial statements as of December 31, 2003.
(ve) The written opinions of ▇▇▇▇▇ ▇▇▇▇ LLP, U.S. counsel to the Borrower and the initial Obligor Subsidiaries, and each Material Foreign Subsidiary's foreign counsel (if any), in the forms of the opinions attached hereto as Exhibit E, in --------- each case addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable.
(f) A written opinion of foreign counsel with respect to each Pledge Agreement (if any) to be delivered on the Borrower's counselClosing Date, addressed to the Lenders Agent and the Lenders, in form and substance satisfactory to the Agent.
(g) A compliance certificate in substantially the form of Exhibit A.F --------- hereto signed by the Borrower's chief financial officer showing the calculations necessary to determine compliance with Sections 6.20, 6.21 and 6.22 of this Agreement. ------------- ---- ----
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(viih) Written money transfer instructions, in substantially the form of Exhibit DG hereto, addressed to the Agent and signed --------- by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiii) If Evidence satisfactory to the Agent and its counsel that, concurrently with the Borrower's receipt of the initial Advance hereunder: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) or converted into the relevant Loans hereunder and (2) any and all lender commitments under the Existing Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationAgreement shall have been terminated.
(ixj) The Borrower shall have delivered accurate and complete copies Evidence satisfactory to the Agent of the Agreement for Inventory Purchases, absence of any material adverse change in the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentprimary or secondary loan syndication markets or capital markets generally.
(xk) The 364-Day Credit Agreement shall close simultaneously with this Agreement.Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof. ----------------
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiil) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedrequested including, without limitation, the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this --------- Agreement.
(m) The ▇▇▇▇ ▇▇▇▇ Acquisition shall have been consummated, substantially concurrently with the making of the initial Loans, in compliance with the following terms and conditions:
(i) The Agent shall have received evidence satisfactory to the Agent that the Target's directors and shareholders, and the Borrower's directors, shall have approved the ▇▇▇▇ ▇▇▇▇ Acquisition; and all regulatory and legal approvals for the ▇▇▇▇ ▇▇▇▇ Acquisition shall have been obtained and all waiting periods with respect thereto shall have expired.
(ii) There shall be no injunction or temporary restraining order which, in the judgment of the Agent, would prohibit the making of the Loans or the consummation of the ▇▇▇▇ ▇▇▇▇ Acquisition; and there shall be no litigation which would reasonably be expected to result in a material adverse effect on the Borrower and its Subsidiaries, taken as a whole, or on the Target and its subsidiaries, taken as a whole.
(iii) The amounts and forms of the consideration paid in connection with the ▇▇▇▇ ▇▇▇▇ Acquisition shall be acceptable to the Agent and the Lenders.
(iv) The structure of the ▇▇▇▇ ▇▇▇▇ Acquisition and the terms and conditions of the acquisition agreement related thereto shall be acceptable to the Agent (including without limitation the consideration to be paid in the ▇▇▇▇ ▇▇▇▇ Acquisition), the representations and warranties in such acquisition agreement shall be accurate in all material aspects as of the date of the ▇▇▇▇ ▇▇▇▇ Acquisition closing and the conditions therein shall have been satisfied or waived and the Agent must have received copies of opinions of counsel, if any are delivered in connection with the ▇▇▇▇ ▇▇▇▇ Acquisition, satisfactory to it as to the enforceability of such acquisition agreement and its compliance with all applicable law.
(v) The Agent shall have received pro forma opening financial --------- statements ("Pro Forma Opening Statements") giving effect to the ▇▇▇▇ ▇▇▇▇ Acquisition and projections (the "Updated Projections") updating the projections (the "Earlier Projections") previously provided to the Agent on or about June 16, 2004 together with such information as the Agent may reasonably request to confirm the tax, legal, and business assumptions made in such Pro Forma Opening Statements and Updated Projections. The Pro Forma Opening Statements and Updated Projections shall demonstrate (in the reasonable judgment of the Agent) together with all other information then available to the Agent, that the ability of the Borrower and its Subsidiaries to repay their debts and satisfy the respective other obligations as and when due and to comply with the financial covenants contained in the Loan Documents has not changed in any material respect from the Earlier Projections.
(vi) The Agent shall have reviewed a copy of any fairness opinion relating to the terms of the ▇▇▇▇ ▇▇▇▇ Acquisition, if any such opinion is delivered in connection with the Acquisition.
(vii) The Agent shall have received a certificate from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the ▇▇▇▇ ▇▇▇▇ Acquisition, the Borrower is solvent and will be solvent subsequent to incurring the indebtedness in connection with the Acquisition, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businesses.
(viii) The Agent shall have received evidence satisfactory to it of the prepayment of all obligations under existing loan facilities of the Target and its subsidiaries, other than existing loans currently outstanding in China and Germany in an aggregate principal amount not to exceed $15,000,000.
(ix) No material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Target and its subsidiaries, taken as a whole, shall have occurred (i) since December 31, 2003 and (ii) since the delivery of the Updated Projections. The Agent shall notify the Borrower of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, the obligations of the Lenders to make Loans and the LC Issuer to issue Letters of Credit hereunder shall not become effective unless each of the foregoing conditions is satisfied (or waived pursuant to Section 8.3) at or prior to ----------- 5 p.m., Chicago time, on September 1, 2004 (and, in the event such conditions are not so satisfied or waived, the Commitments shall terminate at such time).
Appears in 1 contract
Initial Credit Extension. The Term Loan Lenders shall not be required to make the Term Loans, the Revolving Loan Lenders shall not be required to make any initial Revolving Credit Extension Advance, the Swing Line Lender shall not be required to make Swing Line Loans, no LC Issuer shall be required to issue a Facility LC hereunder unless the Borrower has furnished (if applicable) to the Agent Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent:
(ia) Copies of the articles or certificate of incorporation (or other comparable constituent document) of each of the BorrowerBorrower and the initial Obligor Subsidiaries, together together, in each case, with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization, as well as any other information required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318 or otherwise necessary for the Agent or any Lender to verify the identity of the Borrower and the initial Obligor Subsidiaries as required by Section 326 of the USA Patriot Act, 31 U.S.C. Section 5318.
(iib) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the initial Obligor Subsidiaries, of its by-laws (or other comparable governing document) and of its Board of Directors' ’ resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Borrower Credit Documents to which the Borrower is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the initial Obligor Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and each initial Obligor Subsidiary, as applicable, authorized to sign the Loan Documents Borrower Credit Documents, Subsidiary Guaranties and initial Collateral Documents, as applicable, and, in the case of the Borrower, to which the Borrower is a partymake Credit Extensions hereunder, upon which certificate the Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date (i) no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) no material adverse change in the business, financial condition, operations or prospects of the Borrower’s or any of the Borrower’s Subsidiaries’ has occurred since the Borrower’s consolidated financial statements as of December 31, 2004.
(ve) The written opinions of ▇▇▇▇▇ ▇▇▇▇ LLP, U.S. counsel to the Borrower and the initial Obligor Subsidiaries, and, to the extent requested by the Agent, each Material Foreign Subsidiary’s foreign counsel (if any), dated as of the Initial Funding Date and in the forms of the opinions attached hereto as Exhibit E, in each case addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable.
(f) A written opinion of foreign counsel with respect to each Pledge Agreement (if any) to be delivered on the Borrower's counselInitial Funding Date, addressed to the Lenders Agent and the Lenders, in form and substance satisfactory to the Agent.
(g) A compliance certificate in substantially the form of Exhibit A.
(vi) Any Notes requested F hereto signed by a Lender pursuant the Borrower’s chief financial officer showing the calculations necessary to Section 2.14 payable to the order determine compliance with Sections 6.20, 6.21 and 6.22 of each such requesting Lenderthis Agreement.
(viih) Written money transfer instructions, in substantially the form of Exhibit DG hereto, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiii) If Evidence satisfactory to the Agent and its counsel that, concurrently with the Borrower’s receipt of the initial Advance hereunder: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) or converted into the relevant Loans hereunder and (2) any and all lender commitments under the Existing Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationAgreement shall have been terminated.
(ixj) The Borrower Lenders, the Arrangers and the Agent shall have delivered accurate received (i) all fees required to be paid and complete copies of (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the Agreement for Inventory Purchases, date hereof or the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements Initial Funding Date (as required by the Agentapplicable).
(xk) The 364-Day Credit Agreement shall close simultaneously with this AgreementPromissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiil) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedrequested including, without limitation, updates to the Schedules hereto reflecting changes that result from the ▇▇▇▇▇▇ Industries Acquisition, reaffirmations of the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this Agreement.
(m) The ▇▇▇▇▇▇ Industries Acquisition shall have been consummated, substantially concurrently with the making of the initial Loans, in compliance with the following terms and conditions:
(i) All governmental and material third party approvals (including landlords’ consents, customer supply agreements consents, ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance, German and Norwegian antitrust clearance and other consents) necessary or, in the reasonable discretion of the Agent, advisable in connection with the ▇▇▇▇▇▇ Industries Acquisition, the financing contemplated hereby and the continuing operations of the Borrower and its Subsidiaries (including shareholder approvals, if any) shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the ▇▇▇▇▇▇ Industries Acquisition or the financing thereof.
(ii) There shall be no injunction or temporary restraining order which, in the reasonable judgment of the Agent would prohibit the funding of the Term Loans or the consummation of the ▇▇▇▇▇▇ Industries Acquisition; and there shall be no litigation which would reasonably be expected to result in a material adverse effect on the Target and its subsidiaries, taken as a whole.
(iii) The ▇▇▇▇▇▇ Industries Acquisition shall be consummated in accordance with the terms of the ▇▇▇▇▇▇ Industries Acquisition Merger Agreement and all applicable requirements of the law.
(iv) In order to finance the ▇▇▇▇▇▇ Industries Acquisition, the Borrower shall have, on or prior to the Initial Funding Date, caused to be released from escrow and received the net cash proceeds from the Senior Subordinated Notes.
(v) The Agent shall have received the most recent audited financial statements for the Target.
(vi) Each of the Lenders shall have received consolidating pro forma balance sheets and income statements of the Borrower as of the date of the most recently completed publicly reported consolidated quarterly balance sheet of the Borrower, giving effect to the ▇▇▇▇▇▇ Industries Acquisition and the financings contemplated thereby (including pursuant to this Agreement) as if such transactions had occurred on such date, prepared in accordance with Regulation S-X under the Securities Exchange Act of 1934 (as amended from time to time) for a registration statement on Form S-1. Each of the Arrangers and the Agent shall have received the written permission of the Borrower to include each of the financial statements and financial projections referred to in the commitment letter related hereto in any marketing materials prepared in connection with this Agreement.
(vii) The Agent shall have reviewed a copy of any fairness opinion relating to the terms of the ▇▇▇▇▇▇ Industries Acquisition, if any such opinion is delivered in connection with the ▇▇▇▇▇▇ Industries Acquisition.
(viii) The Agent shall have received a certificate from the chief financial officer of the Borrower supporting the conclusions that after giving effect to the ▇▇▇▇▇▇ Industries Acquisition, the Borrower is solvent and will be solvent subsequent to incurring the indebtedness in connection with the ▇▇▇▇▇▇ Industries Acquisition, will be able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its businesses.
(ix) The Agent shall have received evidence satisfactory to it of the prepayment of all obligations under existing loan facilities of the Target and its subsidiaries pursuant to payoff letters in form and substance reasonably satisfactory to the Agent and its counsel. The consummation of the ▇▇▇▇▇▇ Industries Acquisition and related transactions (financing or otherwise) shall not trigger any change of control rights under any indebtedness to remain outstanding after the Initial Funding Date.
(x) There shall not exist (pro forma for the ▇▇▇▇▇▇ Industries Acquisition and the financing thereof) any Unmatured Default or Default. Each of the Arrangers and the Agent shall be reasonably satisfied that the Borrower has not failed to comply with any of its material obligations under the commitment letter or the fee letters executed in connection herewith.
(xi) No material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Target and its subsidiaries, taken as a whole, shall have occurred since December 31, 2004. The Agent shall notify the Borrower of the date on which the foregoing conditions have been met, and such notice shall be conclusive and binding. Notwithstanding the foregoing, if the foregoing conditions are not satisfied (or waived pursuant to Section 8.3 and Section 8.4) at or prior to 5 p.m., Chicago time, on December 15, 2005, then, in such event, the Commitments and this Agreement (other than those provisions hereof which by their terms survive termination) shall terminate at such time (it being understood and agreed that, notwithstanding such termination, the Existing Credit Agreement shall continue to remain in full force and effect in accordance with its terms).
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has Borrowers have furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrowereach Borrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrowereach Borrower and each Guarantor, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the such Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrowereach Borrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower or such Guarantor authorized to sign the Loan Documents to which the such Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrowersuch Borrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the each Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the BorrowerBorrowers' and Guarantor's counsel, addressed to the Lenders in substantially the form of Exhibit A.E; provided, that, the Company shall not be required to deliver on the Effective Date an opinion of counsel for Keit▇▇▇▇ ▇▇▇truments GmbH or any of the other documents for Keit▇▇▇▇ ▇▇▇truments GmbH required pursuant to Section 4.1(i), (ii) and (iii) above but the Agent reserves the right to request such an opinion of counsel and such other documents at any time after the Effective Date.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.15 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DF, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies Collateral Documents duly executed on behalf of the Agreement for Inventory Purchases, Guarantors granting to the Convertible Debenture Lenders and the Senior Unsecured Notes Agent the support intended to be provided pursuant to Section 2.25.
(x) Copies of all governmental and agreements and instruments executed nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of any Borrower or any Guarantor in connection therewithwith the execution, including any amendments theretodelivery and performance of the Loan Documents or the transactions contemplated hereby or thereby or as a condition to the legality, together with validity or enforceability of the Loan Documents, certified as true and correct in full force and effect as of the Effective Date by a duly authorized officer of the Borrowers, or if none is required, a certificate of such officer to that effect.
(xi) The Borrowers shall have paid an arrangement fee to the Borrower with respect Agent in an amount agreed to between the Agent and the Borrowers as referenced in Section 10.13.
(xii) Such other agreements and documents, and the satisfaction of such matters relating to those agreements other conditions as may be required by the Agent, including without limitation a subrogation and contribution agreement executed by the Borrowers and the Guarantors, such funding instructions, sources and uses certificate and other certificates required by the Agent and such evidence of the perfection and priority of all liens and security interests as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiixiii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation incorporation, certificate of limited partnership or declaration of trust, as applicable, of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its the applicable jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its by-laws or agreement of limited partnership, as applicable, and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or such Guarantor.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially form and substance satisfactory to the form of Exhibit A.Agent and its counsel.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Executed originals of this Agreement and of the Subsidiary Guaranty substantially in the form attached hereto as Exhibit D, each of which shall be in full force and effect, together with all schedules and exhibits required to be delivered pursuant hereto and thereto.
(viii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiiix) If Evidence that concurrently with the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchaseshereunder, the Convertible Debenture Prior Agreement is being terminated and the Senior Unsecured Notes all amounts due and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentpayable thereunder paid.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as any Lender, the Agent LC Issuer or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuer shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, Copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Evidence, in form and substance satisfactory to the Agent, that the Borrower has obtained all governmental approvals necessary for it to enter into the Loan Documents.
(v) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(vvi) A written opinion Written opinions of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.A-1 and Exhibit A-2.
(vivii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viiviii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiiix) Evidence, in form and substance satisfactory to the Agent, of the termination of the Existing Agreement and the repayment in full of all outstanding obligations of the Borrower thereunder (it being understood that the Existing LC shall become a Letter of Credit hereunder on the date of this Agreement).
(x) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Xcel Energy Inc)
Initial Credit Extension. The This amendment and restatement shall not be effective and the Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, authorization/existence each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, Copies certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) Copies of the articles or certificate of incorporation of the Guarantor, together with all amendments, and a certificate of authorization/existence, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(v) Copies, certified by the Secretary or Assistant Secretary of the Guarantor, of its by-laws authorizing the execution of the Loan Documents to which the Guarantor is a party and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of Loan Documents to which the Guarantor is a party.
(vi) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Guarantor, which shall identify by name and title and bear the signatures of the officers of the Guarantor authorized to sign the Loan Documents to which the Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Guarantor.
(vii) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vviii) Copies of the articles or certificate of incorporation of each Subsidiary of the Borrower, together with all amendments, and a certificate of authorization/existence each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ix) Copies certified by the Secretary or Assistant Secretary of each Subsidiary of the Borrower, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Subsidiary Guaranty.
(x) An incumbency certificate, executed by the Secretary or Assistant Secretary of each Subsidiary of the Borrower, which shall identify by name and title and bear the signatures of the officers of such Subsidiary authorized to sign the Subsidiary Guaranty, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Subsidiary.
(xi) The Subsidiary Guaranty duly executed by the Subsidiaries of the Borrower.
(xii) A written opinion of counsel to the Borrower's counselBorrower and its Subsidiaries, addressed to the Lenders in substantially the form of Exhibit A.
(vixiii) A written opinion of the Guarantor’s counsel, addressed to the Lenders in substantially the form of Exhibit F.
(xiv) Any Notes Note requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viixv) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiixvi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders and the Issuers shall not be required to make the initial Credit Extension hereunder unless until the Borrower has furnished the Administrative Agent with (a) all fees required to be paid to the Lenders on the date hereof, (b) evidence that, prior to or concurrently with the initial Credit Extension hereunder, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated and (c) all of the following, in form and substance satisfactory to each Agent with and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer Chief Accounting Officer or the Chief Financial Officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.. 32
(v) A written opinion of the Borrower's ’s counsel, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower and each Lender.
(vii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate effectiveness of the Borrower with respect KCPL Credit Agreement, having terms substantially similar to such matters relating to those agreements as required by the Agentterms hereof.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The effectiveness of this Agreement and the obligation of the Lenders shall not be required (or, if applicable, the Issuer) to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the conditions precedent that the Agent has received (a) evidence, reasonably satisfactory to the Agent, that (i) all obligations of the Borrowers under the Existing Credit Facilities (other than the Existing Letters of Credit) have been (or concurrently with the initial Credit Extension will be) paid in full; and (ii) all fees and (to the extent billed) expenses which are payable on or before the date of the initial Credit Extension to either Arranger, the Agent or any Lender hereunder or in connection herewith have been (or concurrently with the initial Credit Extension will be) paid in full; and (b) each of the following documents (with sufficient copies for the Lenders:each Lender):
(i) Copies of the articles or certificate of incorporation of the each Borrower, together with all amendmentsamendments thereto, certified by the Secretary or an Assistant Secretary of such Borrower, and a certificate certificates of good standing, each certified by the appropriate governmental officer in its jurisdiction the jurisdiction(s) of incorporationincorporation of such Borrower.
(ii) Copies, certified by the Secretary or Assistant Secretary of the each Borrower, of its by-laws such Borrower's bylaws and of resolutions of its Board of Directors' resolutions and of resolutions or actions of any other body Directors authorizing the execution execution, delivery and performance of the Loan Documents to which the such Borrower is a party.
(iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of the such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the such Borrower authorized to sign the Loan Documents to which the such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the such Borrower.
(iv) A certificate, signed by the chief financial officer an Authorized Officer of the BorrowerPHI, stating that on the date of the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuingcontinuing with respect to any Borrower.
(v) A written opinion of the Borrower's counselinternal counsel to PHI, addressed to the Lenders substantially in substantially the form of Exhibit A.D-1.
(vi) Any Notes requested by a Lender pursuant A written opinion of internal counsel to Section 2.14 payable to PEPCO, substantially in the order form of each such requesting Lender.Exhibit D-2
(vii) Written money transfer instructionsA written opinion of internal counsel to DPL, substantially in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedD-3.
(viii) If A written opinion of internal counsel to ACE, substantially in the initial Credit Extension will be the issuance form of a Facility LC, a properly completed Facility LC ApplicationExhibit D-4.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required obligation of each Lender to make the its initial Credit Extension hereunder unless is subject to the conditions that such Credit Extension occurs on or before May 31, 1999 and that the Borrower has furnished to the Agent with sufficient copies for the Lenders, each dated the date hereof and in form and substance satisfactory to the Agent, the following:
(i) This Agreement duly executed by the Borrower, the Lenders and the Agent.
(ii) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender in the face amount of the Commitment of such Lender.
(iii) The Guaranties, each one duly executed by the respective Guarantors, together with a solvency certificate duly executed by the Borrower and the respective Guarantors.
(iv) The Security Agreements, each one duly executed by the respective Pledgors or the Borrower.
(v) The Stock Pledge Agreement, duly executed by Borrower together with the stock certificates and instruments described in the schedules thereto endorsed in blank (or in the case of stock certificates, accompanied by appropriate stock powers).
(vi) The Note Pledge Agreements duly executed by Borrower, together with the intercompany promissory notes and other instruments described in the schedules thereto, in each case duly endorsed to the order of the Agent.
(vii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(iiviii) Copies, certified by A certificate of the Secretary or Assistant Secretary of the BorrowerBorrower certifying (a) copies of the resolutions of the Board of Directors or the Borrower approving this Agreement, the Notes, the Collateral Documents of its the Borrower and the other Loan Documents of the Borrower and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) that attached thereto are true and complete copies of the by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a partyBorrower.
(iiiix) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivx) Copies of the articles or certificate of incorporation of each Obligor (other than the Borrower), together with all amendments, and certificates of existence and good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(xi) A certificate of the Secretary of each Obligor (other than the Borrower) certifying (a) copies of the resolutions of the Board of Directors or such Obligor approving the Loan Documents of such Obligor and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the foregoing; and (b) that attached thereto are true and complete copies of the by-laws of such Obligor.
(xii) An incumbency certificate for each Obligor (other than the Borrower), executed by the Secretary of such Obligor, which shall identify by name and title and bear the signatures of officers of such Obligor authorized to sign the Loan Documents to which such Obligor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Obligor.
(xiii) A certificate, signed by the chief financial officer of the Borrower, (a) stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing, and (b) indicating that after giving effect to this Agreement and the other Loan Documents and to the Acquisitions of the Founding Companies, the Borrower and each Obligor is solvent and is able to pay its debts and liabilities as they become due and will not be left with unreasonably small capital with which to engage in its respective business.
(vxiv) A written opinion of Andr▇▇▇ & ▇urt▇ ▇▇▇, counsel to the Borrower's counselBorrower and the other Obligors, addressed to the Agent and the Lenders in substantially the form of Exhibit A.K.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(viixv) Written money transfer instructions, in substantially the form of Exhibit DE, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiixvi) A certificate of an Authorized Officer certifying that attached thereto are true, correct and complete copies of the acquisition agreements for the Acquisitions of the Founding Companies, each of which must be on terms and conditions acceptable to the Agent and the Lenders and as described in the Private Placement Memorandum.
(xvii) Evidence of the consummation (including without limitation, that all necessary corporate, regulatory and legal appprovals have been obtained) of the Acquisition of each Founding Company.
(xviii) Evidence of the issuance of (a) approximately $5,765,000 of the Subordinated Seller Notes, (b) approximately $3,801,000 of the Sponsored Subordinated Notes, and (c) approximately $13,635,000 of Borrower Preferred Stock issued to certain shareholders of Chri▇▇▇▇▇▇▇▇ ▇▇▇ (d) not less than $30,000,000 under the Subordinated Bridge Facility, in each case prior to or substantially concurrent with the initial Credit Extension hereunder and as presented in Case 2.4.
(xix) Evidence that upon the consummation of the Acquisitions of the Founding Companies the Available Aggregate Commitment shall be at least $20,000,000.
(xx) Fully completed questionnaire with respect to Year 2000 Issues and related information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program.
(xxi) If the initial Credit Extension will be or will include the issuance of a Facility LC, a properly completed Facility LC Application.
(ixxxii) The An insurance binder evidencing appropriate liability and casualty insurance for the Borrower shall have delivered accurate and complete copies each of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentFounding Companies.
(xxxiii) The 364-Day Credit Agreement shall close simultaneously with this AgreementEvidence of payment of fees owing to the Lenders.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiixxiv) Such other documents as the Agent any Lender or its counsel may have reasonably requestedrequest.
Appears in 1 contract
Sources: Credit Agreement (Miller Mechanical Contractors Inc)
Initial Credit Extension. The initial Credit Extension on the Closing Date (and the obligations of the Lenders in respect thereof) is subject to satisfaction of the following conditions precedent:
(a) The Administrative Agent and Blackstone Representative shall have received a counterpart duly executed and delivered by the Borrower, each other Loan Party, the Agents and each Lender (in each case, to the extent it is a party to such agreement) (or written evidence satisfactory to the Administrative Agent (which may include telecopy or other electronic transmission of a counterpart) that such party has signed a counterpart) of (i) this Agreement and (ii) each Collateral Document to which it is a party;
(b) The Administrative Agent and Blackstone Representative shall have received, on behalf of itself, the Collateral Agent and the Lenders, the favorable written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel for the Loan Parties in form and substance reasonably satisfactory to the Blackstone Representative, dated the Closing Date and addressed to the Administrative Agent, the Collateral Agent and the Lenders;
(c) The Administrative Agent and Blackstone Representative shall have received, with respect to the Borrower and each other Loan Party, (i) copies of the Organizational Documents of such Loan Party (including each amendment thereto) certified as of a date reasonably near the Closing Date as being a true and complete copy thereof by the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized; (ii) a certificate of the secretary or assistant secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a true and complete copy of the Organizational Documents of such Loan Party as in effect on the Closing Date, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or similar governing body of such Loan Party (and, if applicable, any parent company of such Loan Party) approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the US-DOCS\155537880.27 Transactions, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, and (C) as to the incumbency and specimen signature of each Person authorized to execute any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (iii) a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate pursuant to clause (ii) above and (iv) a copy of the certificate of good standing of such Loan Party from the Secretary of State or other applicable Governmental Authority of the jurisdiction in which each such Loan Party is organized (dated as of a date reasonably near the Closing Date);
(d) The Administrative Agent and the Collateral Agent shall have received, on or before the Closing Date, all documents and instruments, including Uniform Commercial Code financing statements required by Law or reasonably requested by the Blackstone Representative (to the extent required by the Security Agreement) to be filed, registered, published or recorded to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, published or recorded or other arrangements reasonably satisfactory to the Blackstone Representative for such filing, registration, publication or recordation shall have been made;
(e) The Administrative Agent and Blackstone Representative shall have received a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Loan Parties, together with all attachments contemplated thereby;
(f) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date (x) a Beneficial Ownership Certificate with respect to the Borrower and (y) all other documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation, that has been reasonably requested by any Lender at least ten (10) days in advance of the Closing Date.
(g) The Administrative Agent and Blackstone Representative shall have received a Solvency Certificate signed by a Financial Officer;
(h) The Administrative Agent and Blackstone Representative shall have received a certificate of a Responsible Officer of the Borrower as to make the matters set forth in clause (b) and (c) of Section 4.2;
(i) (x) The Arrangers and the Administrative Agent shall have received (or shall receive substantially concurrently with the initial Credit Extension hereunder unless on the Borrower has furnished Closing Date), to the extent invoiced at least two (2) Business Days prior to the Closing Date, all fees and other amounts due and payable on or prior to the Closing Date pursuant to the Loan Documents, including reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Loan Parties hereunder or under any other Loan Document and (y) the Administrative Agent with sufficient copies for shall have received a fully executed copy of the Lenders:Agent Fee Letter;
(ij) Copies The Administrative Agent and Blackstone Representative shall have received copies of a recent Lien and judgment search in each jurisdiction reasonably requested by the articles or Blackstone Representative at least three (3) Business Days prior to the Closing Date with respect to the Loan Parties;
(k) The Administrative Agent and Blackstone Representative shall have received a certificate of incorporation of from the Borrower’s insurance broker or other evidence reasonably satisfactory to the Blackstone Representative that all insurance required to be maintained pursuant to Section 5.5 is in full US-DOCS\155537880.27 force and effect, together with all amendments, and a certificate of good standing, each certified by endorsements naming the appropriate governmental officer in its jurisdiction of incorporation.Administrative Agent or the Collateral Agent as additional insured or lender’s loss payee thereunder (as applicable);
(iil) Copies, certified The Administrative Agent and Blackstone Representative shall have received the Agreement Among Lenders dated the Closing Date and duly executed and delivered by each Lender and the Secretary Agents;
(m) Prior to or Assistant Secretary substantially concurrently with the initial funding of the BorrowerLoans hereunder on the Closing Date, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers all existing third party debt for borrowed money of the Borrower authorized and its Subsidiaries under the Existing Credit Agreement will be repaid, redeemed, defeased, discharged, refinanced or terminated, all commitments to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders extend credit thereunder shall be entitled terminated, and all related guaranties and security interests will be terminated and released to rely until informed the reasonable satisfaction of any change in writing by the Borrower.Blackstone Representative; and
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ixn) The Borrower Administrative Agent shall have delivered accurate and complete copies of received the Agreement for Inventory Purchases, executed Funding Direction Letter with the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentfunds flow attached.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the Term Loans or initial Credit Extension Revolving Loans hereunder, the LC Issuers shall not be required to issue the initial Facility LC hereunder and the Swing Loan Lenders shall not be required to make any Swing Loans hereunder, unless (i) such initial Loans are made not later than January 31, 1996; (ii) the Marshalls Acquisition has been consummated (other than the payment of the cash portion of the purchase price from the Loans to be made hereunder); (iii) all fees and expenses payable to the Administrative Agent and the Co-Arrangers required to be paid as of such date have been paid; and (iv) the Borrower has furnished to the Agent with sufficient copies for the LendersAdministrative Agent:
(ia) Copies of the articles or certificate of incorporation of each of the BorrowerBorrower and the Facility Guarantors, together with all amendments, and a certificate of good standing, in each case certified not earlier than 15 Business Days prior to the initial Credit Extension Date by the appropriate governmental officer in its jurisdiction of incorporation.
(iib) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the Facility Guarantors, of its by-laws and of its Board of Directors' resolutions (and resolutions of resolutions other bodies, if any are reasonably deemed necessary by counsel for the Administrative Agent, the Co-Arrangers or actions of any other body Lender) authorizing the execution execution, delivery and performance of the Loan Documents to which the Borrower is a partyCredit Documents.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and the Facility Guarantors (the signature of which Secretary or Assistant Secretary shall be independently certified by another officer of the applicable Person), which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and the Facility Guarantors authorized to sign the Loan Credit Documents and, with respect to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on to request the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion making of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.Credit
Appears in 1 contract
Initial Credit Extension. 4.1.1 The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished the following to the Agent with sufficient copies for the Lenders:
(i) Copies this Agreement;
(ii) copies of the certificate of formation or other applicable document of the Borrower, together with all amendments thereto, and certificates of good standing, each certified by the appropriate governmental officer in Louisiana and certificates of good standing from each other jurisdiction where the Borrower is qualified to transact business;
(iii) copies of the articles or certificate of incorporation of the Borrower, Parent together with all amendmentsamendments thereto, and a certificate of good standing, each certified by the appropriate governmental officer in its Delaware and certificates of good standing from each other jurisdiction of incorporation.where the Parent is qualified to transact business;
(iiiv) Copiescopies of the certificate of formation, organization, incorporation or other applicable document of each direct or indirect Subsidiary of the Borrower, together with all amendments thereto, and certificates of good standing, each certified by the appropriate governmental officer and certificates of good standing from each other jurisdiction where any such Subsidiary is qualified to transact business
(v) copies certified by the Secretary or Assistant Secretary of the BorrowerBorrower of (i) its limited liability company agreement, of and (ii) resolutions from its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body managers authorizing the execution of the Loan Documents to which the Borrower it is a party.;
(iiivi) An incumbency certificate, executed copies certified by the Secretary or Assistant Secretary of the Parent of (i) its by-laws and (ii) resolutions of its Board of Directors authorizing the execution of the Loan Documents to which it is a party;
(vii) copies certified by the Authorized Officer of each Subsidiary of (i) its by-laws, limited liability company agreement or other similar document and (ii) resolutions of each such Subsidiary’s Managers, Members, or Board of Directors, as applicable, authorizing the execution of the Loan Documents to which it is a party;
(viii) incumbency certificates, executed by the respective Secretary, Assistant Secretary or other Authorized Officer of the Borrower, the Parent and each Subsidiary which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower Borrower, the Parent and such Subsidiary, respectively is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.;
(ivix) A a certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.;
(vx) A written opinion opinions of counsel to the Borrower's counsel, Borrower and the Guarantors addressed to the Agent and Lenders and their counsel in substantially the form of Exhibit A.D;
(vixi) Any the Notes requested by a Lender issued pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit Dand, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If if the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.;
(xii) Such the Deeds of Trust, executed by the Borrower or the Guarantors, as applicable, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties therein described, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders, executed and delivered by Borrower or the Guarantors, as applicable, , as mortgagor or assignor, in favor of the Agent, ratably for the benefit of the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein;
(xiii) the Pledge Agreements, executed by the Parent, the Borrower and TDC Energy, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties therein described, which are a part of the Collateral;
(xiv) the Guaranties, executed by each Guarantor, in a form satisfactory to the Agent, the Lenders, and their counsel;
(xv) written money transfer instructions, in substantially the form of Exhibit E, addressed to the Agent and signed by an Authorized Officer of the Borrower, on behalf of the Borrower, together with such other related money transfer authorizations as the Agent may have reasonably requested;
(xvi) title opinions from counsel acceptable to the Agent, or title reviews satisfactory to the Agent, with respect to the Oil and Gas Properties included in the Collateral and in a form acceptable to the Agent and the Lenders, covering at least eighty percent (80%) of the aggregate PDP Reserves of such Oil and Gas Properties and seventy percent (70%) of the aggregate present worth of the aggregate Proved Reserves;
(xvii) the Initial Reserve Report upon which the initial Borrowing Base has been determined acceptable to all the Lenders;
(xviii) copies of any environmental reports regarding any environmental assessment of the Oil and Gas Properties included in the Collateral, which shall be acceptable to all Lenders;
(xix) the insurance certificate(s) described in Section 5.20;
(xx) detailed monthly projections (including balance sheets, income and cash flow statements) for the Parent, the Borrower and their Subsidiaries on a consolidated basis as of and for the period ending December 31, 2005, which projections shall be acceptable to the Lenders in their sole discretion;
(xxi) the Financial Statements described in Section 5.4;
(xxii) an Assignment of Notes, Liens and Security Interests in form an substance satisfactory to the Agent in its sole discretion, executed by each of the lenders currently party to the Prior Credit Agreement and
(xxiii) such other documents as the Agent any Lender or its counsel may have reasonably requested.
4.1.2 The Lenders shall not be required to make the initial Credit Extension hereunder unless the following conditions precedent are satisfied, to the satisfaction of the Agent and the Lenders:
(i) the Agent and the Lenders shall have satisfactorily completed their normal and customary due diligence in connection with loans of the type contemplated by this Agreement;
(ii) this Agreement and any Lender Rate Management Transactions (including, without limitation, any Existing Rate Management Transactions) shall each be (or upon the execution, delivery and filing of the Loan Documents creating the Lenders’ Liens each shall be) secured by the Lender Liens;
(iii) the Agent and the Lenders shall have reviewed and become satisfied with any changes in the composition of the Borrower’s Board of Directors and executive management occurring prior to the date of the initial Credit Extension;
(iv) there shall not have been any Material Adverse Effect on the Parent, the Borrower or any of their Subsidiaries since September 30, 2005; and
(v) payment of all facility and administrative fees required to be paid pursuant to any Loan Document and the Fee Letter and legal fees and disbursements of Agent’s counsel.
Appears in 1 contract
Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders shall not be required and the Issuers to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that (A) on the initial Credit Extension Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article V are true and correct in all material respects as of the date hereof.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower, the Administrative Agent, each Issuer and each Lender.
(vii) Any Revolving Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially Lender and the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedSwing Line Note.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the effectiveness of the KCPL Credit Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentKCPL GMO Credit Agreement.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the LendersAgent:
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Guarantor, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, of its their by-laws and of its their Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and each Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Guarantor, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and such Guarantor authorized to sign the Loan Documents to which the Borrower and each Guarantor is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or a Guarantor.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's and Guarantors' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) The insurance certificate described in Section 5.20.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless (i) the Borrower has furnished to the Administrative Agent with sufficient copies for the Lenders:Lenders each of the following documents and (ii) each of the following events shall have occurred, as applicable (such date being the "Effective Date"):
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and each Material Domestic Subsidiary, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation and each other jurisdiction as requested by Administrative Agent, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT Act.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, of its by-laws and of the resolutions of its Board of Directors' resolutions Directors or executive committee as the case may be and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the BorrowerBorrower and each Material Domestic Subsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower and such Material Domestic Subsidiary is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Borrowing Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Administrative Agent and the Lenders in substantially form and substance reasonably acceptable to the form of Exhibit A.Administrative Agent.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DC, addressed to the Administrative Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly This Agreement duly completed Facility LC Applicationand executed by Borrower.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory PurchasesGuaranty, the Convertible Debenture Security Agreement and the Senior Unsecured Notes Subsidiary Security Agreement each in form and agreements substance reasonably acceptable to the Administrative Agent and instruments each duly completed and executed in connection therewith, including any amendments by the Borrower or the Subsidiaries party thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agentapplicable.
(x) The 364-Day Credit insurance certificate described in Section 5.20 together with insurance certificates for all insurance required to be maintained pursuant to Section 4.3.2 of the Security Agreement shall close simultaneously with this Agreementand the Subsidiary Security Agreement naming the Administrative Agent, on behalf of the Lenders, as loss payee for any casualty policies and additional insured for any liability policies, all in form and substance reasonably satisfactory to the Administrative Agent.
(xi) Payment A solvency certificate with respect to the Borrower and its Subsidiaries signed by an Authorized Officer of Borrower in full form and termination of substance reasonably acceptable to the National City Credit Agreement simultaneously with such initial Credit ExtensionAdministrative Agent.
(xii) Copies of the Spin-Off Documents.
(xiii) The Principal Spin-Off Transactions shall have been consummated.
(xiv) A pay-off letter in form and substance reasonably satisfactory to the Administrative Agent with respect to the Existing Credit Agreements. The Existing Credit Agreements shall have been terminated and all outstanding indebtedness thereunder shall have been paid in full.
(a) Such duly completed UCC-1 financing statements as the Administrative Agent shall have previously requested to perfect its Lien in the Collateral; (b) copies of searches of financing statements filed under the Uniform Commercial Code with respect to the assets of the Borrower and its Domestic Subsidiaries in such jurisdictions as the Administrative Agent may request; and (c) such duly executed UCC-3 termination statements and similar documents as the Administrative Agent may request with respect to any security interests securing the obligations of the Borrower or its Subsidiaries under the Existing Credit Agreements.
(xvi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Viad Corp)
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation or articles of organization, as applicable, of the BorrowerBorrower and the Existing Subsidiaries, together with all amendments, and a certificate of good standingstanding or existence, as applicable, each certified by the appropriate governmental officer in its jurisdiction of incorporationincorporation as well as any other information required by Section 326 of the USA PATRIOT Act or necessary for the Agent or any Lender to verify the identity of Borrower or any Existing Subsidiary as required by Section 326 of the USA PATRIOT Act.
(ii) Copies, certified by the Secretary or Assistant Secretary of the BorrowerBorrower and the Existing Subsidiaries, of its their by-laws or operating agreement, as applicable, and of its Board of Directors' resolutions and of the resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is and the Existing Subsidiaries are a party.
(iii) An incumbency certificate, certificate executed by the Secretary or Assistant Secretary of the Borrower, Borrower and the Existing Subsidiaries which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the Existing Subsidiaries authorized to sign the Loan Documents to which the Borrower is and the Existing Subsidiaries are a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or and Existing Subsidiary, as applicable.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Lenders in substantially the form of Exhibit A.and content acceptable to Lenders.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructionsAny amendments or modifications to, in substantially or restatements of, the form of Exhibit D, addressed to the Agent and signed Collateral Documents as requested by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedAgent.
(viii) The Guaranty.
(ix) The insurance certificate described in Section 5.21.
(x) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full Such UCC and termination of the National City Credit Agreement simultaneously with such initial Credit Extensionmortgage search information as deemed advisable by Agent.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders shall not be required and the Issuers to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenderseach Lender:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that (A) on the initial Credit Extension Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article V are true and correct in all material respects as of the date hereof.
(v) A written opinion of the Borrower's ’s counsel, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower, the Administrative Agent, each Issuer and each Lender.
(vii) Any Revolving Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially Lender and the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedSwing Line Note.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the effectiveness of the Great Plains Credit Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentKCPL GMO Credit Agreement.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The This Agreement shall become effective upon and the obligation of the Lenders shall not be required and the Issuers to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent’s receipt of (a) all fees required to be paid to the Administrative Agent, the Arrangers and the Lenders on the date hereof (including the reasonable fees and expenses of counsel to the Administrative Agent for which reasonably detailed invoices have been presented on or prior to the date hereof), (b) evidence that, prior to or concurrently with the effectiveness of this Agreement, all obligations under the Existing Credit Facility have been paid in full and all commitments to lend thereunder have been terminated, and (c) all of the following, in form and substance satisfactory to each Agent and each Lender, and in sufficient copies for the Lenders:each Lender: .CHAR1\1170499v7
(i) Copies of the articles or certificate of incorporation of the BorrowerBorrower and the GuarantorParent, together with all amendments, certified by the Secretary or an Assistant Secretary of the Borrower and the GuarantorParent, and a certificate of good standing, each certified by the appropriate governmental officer in its the jurisdiction of incorporationincorporation of the Borrower and the GuarantorParent, as well as any other information that any Lender may request that is required by Section 326 of the USA PATRIOT ACT or necessary for the Administrative Agent or any Lender to verify the identity of the Borrower or the GuarantorParent as required by Section 326 of the USA PATRIOT ACT.
(ii) Copies, certified by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the GuarantorParent, of its by-laws the by‑laws of the Borrower or the GuarantorParent, as applicable, and of its the Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower or the GuarantorParent is a party.
(iii) An incumbency certificate, executed by the Secretary or an Assistant Secretary of each of the BorrowerBorrower and the GuarantorParent, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower and the GuarantorParent authorized to sign the Loan Documents to which the Borrower or the GuarantorParent is a party, upon which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the BorrowerBorrower or the GuarantorParent.
(iv) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that (A) on the initial Credit Extension Date date hereof, no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties contained in Article VI are true and correct in all material respects as of the date hereof.
(v) A written opinion of counsel to the Borrower's counselBorrower and the GuarantorParent, addressed to the Administrative Agent and the Lenders in substantially a form reasonably satisfactory to the form of Exhibit A.Administrative Agent and its counsel.
(vi) Executed counterparts of this Agreement executed by the Borrower, the GuarantorParent, the Administrative Agent, each Issuer and each Lender.
(vii) Any Revolving Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially Lender and the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requestedSwing Line Note.
(viii) If the initial Credit Extension will be the issuance of a Facility LCLetter of Credit, a properly completed Facility LC Letter of Credit Application.
(ix) The Borrower shall have delivered accurate and complete copies Evidence of the effectiveness of the Great Plains Credit Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the AgentKCPL Credit Agreement.
(x) The 364-Day Credit Agreement shall close simultaneously Written money transfer instructions, in substantially the form of Exhibit C, addressed to the Administrative Agent and signed by an Authorized Officer of the .CHAR1\1170499v7 Borrower who has executed and delivered an incumbency certificate in accordance with this Agreementthe terms hereof, together with such other related money transfer authorizations as the Administrative Agent may have reasonably requested.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has Loan Parties have furnished to the Agent with sufficient copies for the Lenders:.
(i) This Agreement or counterparts hereof shall have been duly executed by the Borrower, the Agent and the Lenders; and the Agent shall have received duly executed copies of the Loan Documents and such other documents, instruments, agreements and legal opinions as the Agent shall reasonably request in connection with the transactions contemplated by this Agreement and the other Loan Documents, each in form and substance reasonably satisfactory to the Agent.
(ii) Copies of the articles or certificate of incorporation of the Borrower, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation, as well as any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of the Borrower as required by Section 326 of the USA PATRIOT Act.
(iiiii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iiiiv) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vvi) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vivii) Any Notes requested by a Lender pursuant to Section 2.14 2.15 payable to the order of each such requesting Lender.
(viiviii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiiix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ixx) The Borrower shall have delivered accurate and complete executed copies of all Loan Documents to which it is a party.
(xi) The presentation of evidence satisfactory to the Agent that the Credit Agreement for Inventory Purchasesdated September 7, 2004, as amended, among the Convertible Debenture Borrower, and the Senior Unsecured Notes lenders party thereto and agreements the agent named therein shall have been terminated and instruments executed all liens granted thereunder shall have been released and all indebtedness, has, and obligations outstanding thereunder shall have been paid in connection therewith, including any amendments thereto, together with a certificate full or will be paid from the proceeds of the Borrower with respect initial Advance.
(xii) The Agent shall have completed its business due diligence and the Borrower's corporate structure, capital structure, material accounts and governing documents shall be acceptable to such matters relating to those agreements as required by the Agent.
(xxiii) The 364-Day Credit Agreement Borrower shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with have delivered such initial Credit Extension.
(xii) Such other documents as the Agent Agent, any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Covansys Corp)
Initial Credit Extension. The Lenders shall not be required to ------------------------ make the Term Loans or any initial Revolving Credit Extension hereunder Advance, the Swing Line Lender shall not be required to make Swing Line Loans and no LC Issuer shall be required to issue a Facility LC hereunder, unless the Borrower has furnished to the Agent Agent, with sufficient copies for the Lenders, all in form and substance satisfactory to the Agent:
(ia) Copies of the articles or certificate of incorporation (or other comparable constituent document) of each of the BorrowerBorrower and its Subsidiaries, together together, in each case, with all amendments, and a certificate of good standing, each both certified by the appropriate governmental officer in its jurisdiction of incorporationorganization.
(iib) Copies, certified by the Secretary or Assistant Secretary of each of the BorrowerBorrower and its Subsidiaries, of its by-laws (or other comparable governing document) and of its Board of Directors' resolutions (and resolutions of resolutions or actions of other bodies, if any other body are deemed necessary by counsel for any Lender) authorizing the execution of the Loan Borrower Credit Documents to which the Borrower is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the BorrowerBorrower and its Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower and each Subsidiary, as applicable, authorized to sign the Loan Borrower Credit Documents and Subsidiary Guaranties, as applicable, and, in the case of the Borrower, to which the Borrower is a partymake Credit Extensions hereunder, upon which certificate the Agent and, the LC Issuer, the Swing Line Lender and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(ivd) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date (i) no Default or Unmatured Default has occurred and is continuingcontinuing and (ii) no material adverse change in the business, financial condition, operations or prospects of the Borrower's or any of the Borrower's Subsidiaries' has occurred since the Borrower's consolidated financial statements as of December 31, 2000.
(ve) The written opinions of ▇▇▇▇▇ ▇▇▇▇ LLP, U.S. counsel to the Borrower and its Subsidiaries, and each Material Foreign Subsidiary's foreign counsel (if any), in the forms of the opinions attached hereto as Exhibit E, in each case --------- addressed to the Agent and the Lenders, with respect to the (without limitation) due authorization, execution and enforceability of this Agreement and the other Credit Documents, as applicable.
(f) A written opinion of foreign counsel with respect to each Pledge Agreement (if any) to be delivered on the Borrower's counselClosing Date, addressed to the Lenders Agent and the Lenders, in form and substance satisfactory to the Agent.
(g) A compliance certificate in substantially the form of Exhibit A.
(vi) Any Notes requested F hereto signed by a Lender pursuant the Borrower's chief financial --------- officer showing the calculations necessary to Section 2.14 payable to the order determine compliance with Sections 6.20, 6.21 and 6.22 of each such requesting Lenderthis ------------- ---- ---- Agreement.
(viih) Written money transfer instructions, in substantially the form of Exhibit DG hereto, addressed to the Agent and signed --------- by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viiii) If Evidence satisfactory to the Agent and its counsel that, concurrently with the Borrower's receipt of the initial Advance hereunder: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full (other than the Existing LCs) and (2) any and all lender commitments under the Existing Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationAgreement shall have been terminated.
(ixj) The Borrower shall have delivered accurate Evidence satisfactory to the Agent and complete copies its counsel that, concurrently with the Borrower's receipt of the Agreement for Inventory Purchases, initial Advances hereunder: (1) the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, entire principal amount (together with a certificate accrued interest and premium, if any) of Indebtedness of the Borrower with respect to such matters relating to those agreements as required by and its Subsidiaries under the AgentInterim Credit Agreement shall be repaid in full and (2) any and all lender commitments under the Interim Credit Agreement shall have been terminated.
(xk) The 364-Day Credit Agreement shall close simultaneously with this Agreement.Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof. ----------------
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xiil) Such other documents as the Agent or any Lender or its counsel may have reasonably requestedrequested including, without limitation, the Parent Guaranty, the Subsidiary Guaranty, Pledge Agreements, and each other document reflected on the List of Closing Documents attached in Exhibit H to this --------- Agreement.
Appears in 1 contract
Initial Credit Extension. The Lenders shall not be required to make the initial Credit Extension hereunder unless the Borrower has furnished to the Agent with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower, together with all amendmentsamendments thereto, and a certificate of good standingstanding of the Borrower, each certified by the appropriate governmental officer in its jurisdiction of incorporation; any other information required by Section 326 of the USA PATRIOT ACT or necessary for the Agent or any Lender to verify the identity of Borrower as required by Section 326 of the USA PATRIOT ACT; and such comparable documents as Agent may require with respect to the Guarantors.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' ’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a partyparty and copies, certified by the Secretary, Assistant Secretary or comparable officer of each Guarantor of the Board of Directors’ resolutions and of resolutions or actions of any other party authorizing the execution of the Guaranty.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers Responsible Officials and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower; and such comparable certificates as Agent may require with respect to the Guarantors.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion Written opinions of the Borrower's ’s and Guarantor’s counsel, addressed to the Lenders in substantially the form forms of Exhibit A.Exhibits G-1 and G-2.
(vi) Any The Swing Line Note and any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit DH, addressed to the Agent and signed by an Authorized Officera Responsible Official, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If Evidence satisfactory to the initial Agent that all Indebtedness (other than the Existing LCs) under the Existing Credit Extension will be Agreement shall have been simultaneously paid in full and the issuance of a Facility LC, a properly completed Facility LC ApplicationExisting Credit Agreement shall have been terminated.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect to such matters relating to those agreements as required by the Agent.
(x) The 364-Day Credit Agreement shall close simultaneously with this Agreement.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Ryland Group Inc)
Initial Credit Extension. The Lenders Administrative Agent’s receipt of the following, each of which shall not be required to make the initial Credit Extension hereunder originals or telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower has furnished or Guarantor, as the case may be, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Administrative Agent with sufficient copies for and each of the Lenders:
(ia) Copies executed counterparts of this Agreement, sufficient in number for distribution to the articles or certificate Administrative Agent, each Lender and the Borrower;
(b) a Note duly executed by the Borrower in favor of incorporation each Lender requesting a Note;
(c) the Guaranty duly executed by each Guarantor;
(d) copies of the Borrower’s and each Guarantor’s articles of incorporation and bylaws (or comparable organizational documents) and any amendments thereto, certified in each instance by its Secretary or Assistant Secretary;
(e) copies of resolutions of the Borrower’s and each Guarantor’s Board of Directors (or similar governing body) authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, together with incumbency certificates and specimen signatures of the persons authorized to execute such documents on the Borrower’s and each Guarantor’s behalf, all amendments, and a certificate certified in each instance by its Secretary or Assistant Secretary;
(f) copies of the certificates of good standing, or the nearest equivalent in the relevant jurisdiction, for the Borrower and each certified by Guarantor (dated no earlier than 45 days prior to the date hereof) from the office of the secretary of state or other appropriate governmental officer department or agency of the state of its incorporation or organization and of each state in its jurisdiction of incorporation.which it is qualified to do business as a foreign corporation or organization;
(iig) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws and of its Board of Directors' resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which the Borrower is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower authorized to sign the Loan Documents to which the Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower.
(iv) A certificate, signed by the chief financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) A written opinion of the Borrower's counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 payable to the order of each such requesting Lender.
(vii) Written money transfer instructions, in substantially the form of Exhibit D, addressed to the Agent and signed by an Authorized Officer, together with such other related money transfer authorizations as the Agent may have reasonably requested.
(viii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Borrower shall have delivered accurate and complete copies of the Agreement for Inventory Purchases, the Convertible Debenture and the Senior Unsecured Notes and agreements and instruments executed in connection therewith, including any amendments thereto, together with a certificate of the Borrower with respect signed by a Responsible Officer of the Borrower certifying (i) that the conditions specified in Sections 3.2(a), (b), (c) and (e) have been satisfied, and (ii) that there has been no event or circumstance since December 31, 2006 that has had or could be reasonably expected to such matters relating to those agreements as required by have, either individually or in the Agent.aggregate, a Material Adverse Effect;
(xh) The 364-Day a list of the Authorized Representatives;
(i) the initial fees called for by Section 2.12 hereof;
(j) the Administrative Agent shall have received for itself the fees otherwise agreed to in writing among them and the Borrower;
(k) financing statement, tax, and judgment lien search results against the Property of the Borrower and each Guarantor evidencing the absence of Liens on its Property except for Permitted Liens;
(l) the favorable written opinion of counsel to the Borrower and each Guarantor, in form and substance reasonably satisfactory to the Administrative Agent;
(m) evidence (including, without limitation, payoff letters and UCC termination statements), reasonably satisfactory to the Administrative Agent, that the Existing Credit Agreements have been or concurrently with the Closing Date are being terminated; and
(n) such other agreements, instruments, documents, certificates, and opinions as the Administrative Agent may reasonably request. Without limiting the generality of the provisions of the last paragraph of Section 9.3, for purposes of determining compliance with the conditions specified in this Section 3.1, each Lender that has signed this Agreement shall close simultaneously with this Agreementbe deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
(xi) Payment in full and termination of the National City Credit Agreement simultaneously with such initial Credit Extension.
(xii) Such other documents as the Agent or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Multicurrency Credit Agreement (Cleveland Cliffs Inc)