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 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, 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 Borrower or such Guarantor, as the case may be. (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’ in-house 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) The Guaranty executed by all Guarantors. (viii) 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. (ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application. (x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder. (xi) Such other documents as the Agent 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 Borrower and each GuarantorBorrower, 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, as the case may be, 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house '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.
(vii) The Guaranty executed by all Guarantors.
(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.
(ix) 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.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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 Lenders shall not be required have no obligation to ------------------------ make the initial Credit Extension hereunder unless and until the Borrower has furnished the following to the Agent with sufficient copies for and the Lendersother conditions set forth below have been satisfied:
(i) Copies of the articles or certificate of incorporation of the Borrower and each GuarantorSubsidiary, 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 and each GuarantorSubsidiary, of its respective by-laws or regulations, as appropriate, 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 Subsidiary is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each GuarantorSubsidiary, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or and such Guarantor, as the case may be, Subsidiary authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 or such Guarantor, as the case may beSubsidiary.
(iv) A certificate, dated the date of this Agreement, signed by the chief financial officer an Authorized Officer of the Borrower, stating that in form and substance satisfactory to the Agent, to the effect that: (i) on such date (both before and after giving effect to the initial consummation of the Gourmet Acquisition, the consummation of the other transactions contemplated hereby, the making of the Credit Extension Date Extensions hereunder (collectively, the "Closing Transactions")) no Default or Unmatured Default has occurred and is continuing; (ii) no injunction or temporary restraining order which would prohibit the making of the Loans or the consummation of any of the Closing Transactions, or other litigation which could reasonably be expected to have a Material Adverse Effect is pending or, to the best of the Borrower's knowledge, threatened; (iii) all orders, consents, approvals, licenses, authorizations, or validations of, or filings, recordings or registrations with, or exemptions by, any governmental or public body or authority, or any subdivision thereof, required to make or consummate the Closing Transactions have been or, prior to the time required, will have been, obtained, given, filed or taken and are or will be in full force and effect (or the Borrower has obtained effective judicial relief with respect to the application thereof) and all applicable waiting periods have expired; (iv) the Transaction Documents are in full force and effect and no term or condition thereof has been amended, modified or waived after the execution thereof except with the written consent of the Agent; (v) the Gourmet Acquisition has been consummated in accordance with the Purchase Agreement and no conditions to closing set forth therein have been waived; (vi) neither the Borrower nor any Subsidiary has failed to perform any material obligation or covenant required in connection with any Closing Transaction to be performed or complied with by it on or before the initial Borrowing Date; (vii) each of the representations and warranties set forth in Article V of this Agreement is true and correct on and as of such date; and (viii) since October 8, 2000, (A) no event or change has occurred that has caused or evidences a Material Adverse Effect and (B) there has occurred no material adverse change in the business, property, condition (financial or otherwise), performance, results of operations or prospects of Gourmet, except as set forth in Section 4(u) of the Disclosure Schedule (as defined in the Purchase Agreement) to the Purchase Agreement.
(v) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(vi) A written opinion of the Borrower’s and Guarantors’ in-house 's counsel, addressed to the Lenders Agent and the Lenders, in substantially form and substance satisfactory to the form of Exhibit A.Agent.
(vivii) Any Notes requested by a Lender pursuant to Section 2.14 2.15 payable to the order of each such requesting Lender.
(viiviii) The Guaranty Executed originals of this Agreement and each of the Loan Documents executed by in connection herewith, which shall be in full force and effect, together with all Guarantorsschedules, exhibits, certificates, instruments, opinions, documents and financial statements required to be delivered pursuant hereto and thereto.
(viiiix) 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.
(ixx) If A copy of the initial Credit Extension will be Purchase Agreement and any amendments, supplements and modifications thereto certified as true and complete by an Authorized Officer of the issuance of a Facility LC, a properly completed Facility LC ApplicationBorrower.
(xxi) Evidence The insurance certificate described in Section 5.20 and evidence satisfactory to the Agent that it has been named loss payee with respect to the property insurance of the Borrower and its Subsidiaries and additional insured with respect to the liability insurance of the Borrower and its Subsidiaries.
(xii) The Agent shall have determined that (i) there has not been, since November 29, 2000, any material adverse change in primary or secondary loan syndication markets or in capital markets generally that would impair syndication of the Loans hereunder and (ii) the Borrower has fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder.
(xiii) A duly completed Borrowing Base Certificate dated as of January 28, 2001.
(xiv) A written solvency certificate from the chief financial officer of the Borrower in form and content satisfactory to the Agent, dated the date hereof, with respect to the value, solvency and other factual information of, or relating to, as the case may be, the Borrower on a consolidated basis after giving effect to the Gourmet Acquisition.
(xv) Pro forma opening financial statements and updated projections, each giving effect to the Gourmet Acquisition, together with such information as the Administrative Agent may reasonably request to confirm the tax, legal and business assumptions made in such pro forma financial statements and updated projections.
(xvi) All governmental, shareholder and third party consents and approvals necessary in connection with this Agreement, the Gourmet Acquisition and the other transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in full force and effect; all applicable waiting periods shall have expired without any action being taken by any governmental authority that could restrain, prevent or impose any material adverse conditions on the Gourmet Acquisition or such other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the judgment of the Agent could have such effect; and all legal, financial, accounting and tax aspects of the Gourmet Acquisition must be acceptable to the Agent.
(xvii) The absence of any injunction or restraining order which, in the reasonable judgment of the Agent, would prohibit the making of the initial Credit Extension or the consummation of the Gourmet Acquisition; and the absence of any litigation which could reasonably be expected to have a Material Adverse Effect on the Borrower and its Subsidiaries.
(xviii) All principal, interest and other amounts due under the Existing Credit Agreement shall have been paid in full, the Existing Credit Agreement shall have been terminated, and the Borrower shall have paid, concurrently with executed and delivered to the initial Loans hereunder, Agent such documents as the Agent shall require in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderconnection therewith.
(xia) Such duly completed and executed UCC-1 financing statements as the Agent shall have requested to perfect is security interest in the Collateral; (b) copies of searches of financing statements filed under the Uniform Commercial Code, together with tax lien and judgment searches with respect to the assets of the Borrower and its Subsidiaries, in both cases in such jurisdictions as the Agent may request; and (c) such duly executed UCC-3 termination statements, mortgage releases and similar documents as the Agent may request with respect to any mortgages or security interests securing indebtedness being repaid in full on the initial Credit Extension Date.
(xx) Delivery of any pledged stock certificates and related blank stock powers.
(xxi) A certificate from the Borrower's chief financial officer to the effect that the incurrence of Indebtedness by the Borrower hereunder will not breach the terms of the Senior Subordinated Notes, which certificate shall include a computation reflecting compliance with the Senior Subordinated Notes.
(xxii) A duly executed landlord's waiver from Foremost Mgmt. with respect to the Borrower's ▇▇▇▇▇▇▇, Ohio location, in form and substance satisfactory to the Agent.
(xxiii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Luiginos Inc)
Initial Credit Extension. The Lenders shall not be required to ------------------------ make the initial Credit Extension hereunder unless such initial Credit Extension occurs prior to , 2000 and the Borrower has furnished to the Agent with ----------- sufficient copies for the Lenders:
(i1) Copies of the limited liability company agreement of the Borrower and the articles or certificate of incorporation of the Borrower and each Guarantor, Guarantor together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii2) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each Guarantor, the Guarantor of its respective by-laws or regulations, as appropriate, 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 the Guarantor is a party.
(iii3) An incumbency certificate, executed by the Secretary or Assistant Secretary of the 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 Borrower or such Guarantor, as the case may be, Guarantor authorized to sign the Loan Documents to which the Borrower or such 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 Borrower or such the Guarantor, as the case may be.
(iv4) 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’ in-house counsel, addressed to the Lenders in substantially the form of Exhibit A.
(vi6) Any Notes Note requested by a Lender pursuant to Section 2.14 2.10 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii7) 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.
(ix8) This Agreement and the Guaranty.
(9) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x10) Evidence satisfactory to the Agent that the Borrower shall have paidCopies of all filings made with, concurrently or orders issued by, FERC and all governmental authorities in connection with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under formation and financing of the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi11) A pro forma balance sheet as of January 1, 2001 (including a projected consolidated balance sheet and funds flow statement and a projected consolidated and consolidating income statement) and two year business plan for the Borrower.
(12) 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 (x) the Borrower has Borrowers have furnished to the Agent with sufficient copies for the Lenders of the documents listed in subsections (i) through (vi) below; (y) the Borrowers have furnished to the Agent the documents listed in subsections (vii) through (xii) below; and (z) the Agent shall have received from the Borrowers, for the ratable benefit of the Lenders:, the facility fee agreed to by the Borrower and the Agent pursuant to that certain letter agreement dated June 18, 2002, or as otherwise agreed from time to time.
(i) Copies Copies, as applicable, of the articles or certificate of incorporation or organization of the Borrower and each GuarantorBorrower, 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 Borrower and each GuarantorBorrower, of its respective code of regulations and/or by-laws or regulations, as appropriate, 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 or such 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 is a party and required Rate Management Transactions.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the such Borrower or such Guarantor is a partyparty and documents in connection with required Rate Management Transactions, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor, as the case may beBorrower.
(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’ in-house Borrowers' counsel, addressed to the Lenders in substantially the form of Exhibit A.
(viv) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vi) Mortgage, substantially in the form of Exhibit G, with respect to the parcel or related parcels of real property or interests in such real property owned by MPW Container Management Corp. located in Cleveland, Cuyahoga County, Ohio.
(vii) The Guaranty executed Excluding the real property subject to the mortgage referred to in subsection (vi) above, a listing of each parcel or related parcels of real property or interests in such real property reasonably determined by all Guarantorsthe Agent to have a value of greater than $1,000,000; and within 90 days after the Effective Date, the Borrowers shall provide to the Agent appraisals, satisfactory to the Agent, prepared by an independent appraiser satisfactory to the Agent of such real property, which appraisals satisfy the requirements of the Financial Institutions Reform, Recovery and Enforcement Act, as amended, and the regulations promulgated thereunder, if applicable, and which shall evidence compliance with the supervisory loan-to-value limits set forth in the Federal Deposit Insurance Corporation Improvement Act of 1991, as amended, and the regulations promulgated thereunder, if applicable, together with evidence of compliance with applicable federal regulations governing loans in areas having special flood hazards. Promptly thereafter, the applicable Borrower shall execute and deliver mortgages/deed of trusts, each substantially in form of Exhibit G, with respect to any such real property having an appraised value in excess of $1,000,000 as determined by such appraisals.
(viii) The Security Agreement, the UCC Financing Statements and other Collateral Documents.
(ix) The insurance certificate described in Section 5.19.
(x) If the initial Credit Extension will include the issuance of a Facility LC, a properly completed Facility LC Application.
(xi) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixii) Such other documents as the 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 shall not be required to ------------------------ make the initial Credit Extension hereunder Advance hereunder, and the LC Issuer shall not be required to issue the initial Facility LC 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 and each Guarantorits Subsidiaries, 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 and each Guarantorits Subsidiaries, of its respective by-laws or regulations, as appropriate, 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 or such Guarantor is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantorits Subsidiaries, which shall identify by name and title and bear the signatures signature of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan Borrower Credit Documents and Subsidiary Guaranties, as applicable and, in the case of the Borrower, to which the Borrower or such Guarantor is a partymake Credit Extensions hereunder, upon which certificate the Agent and, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor, as the case may beBorrower.
(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 Schmiedeskamp, Robertson, Neu & Mi▇▇▇▇▇▇, legal counsel to the Borrower’s and Guarantors’ in-house 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 payable to the order of each such requesting Lenderof the Lenders.
(viig) The Guaranty executed A compliance certificate in substantially the form of Exhibit "D" hereto signed by all Guarantors.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. ---- ---- ----
(viiih) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xi) Evidence satisfactory to the Agent that the Borrower shall have paidand its counsel that, concurrently with the Borrower's receipt of the initial Loans Advance hereunder: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full in cash all obligations (other than the Existing Facility LCs continued hereunderLCs) and (2) any and all lender commitments under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderExisting Credit Agreement shall have been terminated.
(xij) An amendment to the Note Purchase Agreement, on terms and conditions reasonably acceptable to the Agent and the Lenders, which amendment shall permit (i) the issuance of the Subsidiary Guaranties required by this Agreement, conditioned only upon receipt by the Senior Noteholders of guaranties from such 33 39 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.
(k) 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 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, 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 Borrower or such Guarantor, as the case may be.
(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’ in-house '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 (including the Swing Line Note payable to the order of the Swing Line Lender).
(vii) The Guaranty executed by all Guarantors.
(viii) 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) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program.
(ix) The Pledge and Security Agreement and the Guaranty.
(x) Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the AmSouth Credit Agreement have 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) Evidence satisfactory to the Agent that the Borrower and each Subsidiary have fully cooperated with the Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such Subsidiary'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 Acquisition Credit Agreement.
(xiii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixiv) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Sources: Credit Agreement (Transit Group 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 Lenders:
(i) Copies of the articles or certificate of incorporation of the 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, 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 Borrower or such Guarantor, as the case may be.
(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 and Guarantors’ ' in-house 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) The Guaranty executed by all Guarantors.
(viii) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Agent 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 Borrower and each GuarantorBorrower, 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, as the case may be, 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 Borrower or such Guarantor, as the case may beBorrower.
(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 of the Borrower’s and Guarantors’ in-house '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 2.13 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(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.
(ix) 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.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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 Borrower and each GuarantorMaterial 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 Borrower and each GuarantorMaterial Domestic Subsidiary, of its respective by-laws or regulations, as appropriate, 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 and such Guarantor Material Domestic Subsidiary is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each GuarantorMaterial Domestic Subsidiary, 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, as the case may be, and each Material Domestic Subsidiary authorized to sign the Loan Documents to which the Borrower or and such Guarantor 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 or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house '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) The Guaranty executed by all Guarantors.
(viii) 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.
(ixviii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationThis Agreement.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 Borrower and each GuarantorBorrower, 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, as the case may be, 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 Borrower or such Guarantor, as the case may beBorrower.
(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’ in-house '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) The Guaranty executed by all Guarantors.
(viii) 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.
(ixviii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xix) Evidence satisfactory to the Agent that the The Borrower shall have paiddelivered accurate and complete copies of the Agreement for Inventory Purchases, concurrently 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 initial Loans hereunder, in full in cash all obligations Borrower with respect to such matters relating to those agreements as required by the Agent.
(other than the Existing Facility LCs continued hereunderx) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, The 364-Day Credit Agreement shall close simultaneously with JPMCB as agent, and terminated all commitments to make any advances thereunderthis 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 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 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, 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 Borrower or such Guarantor, as the case may be.
(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’ in-house '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) The Guaranty executed by all Guarantors.
(viii) 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) Information satisfactory to the Agent and the Required Lenders regarding the Borrower's Year 2000 Program.
(ix) If The Pledge and Security Agreement and the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationGuaranty.
(x) Evidence reasonably satisfactory to the Agent that all obligations, liabilities and Indebtedness under the AmSouth Credit Agreement have 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) Evidence satisfactory to the Agent that the Borrower shall and each Subsidiary have paid, concurrently fully cooperated with the initial Agent's syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower's and such Subsidiary's operations and prospects and such other information as the Agent deems reasonably necessary to successfully syndicate the Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixii) 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 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 Borrower and each Guarantorits 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 Borrower and each Guarantorits Domestic Subsidiaries that are Material Subsidiaries, as applicable, of its their respective by-laws laws, operating or regulations, as appropriate, and of its Board of Directors’ resolutions 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 or such Guarantor Person is a party.
(iii) An incumbency certificateIncumbency certificates, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantorits 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 or such Guarantor, as the case may be, and its Domestic Subsidiaries authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house '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) The Guaranty executed by all Guarantors.
(viii) 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) The payment to the Agent and the Lenders of all (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, 2000).
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationThis Agreement.
(x) The Collateral Documents.
(xi) The 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 paid, concurrently with the initial Loans hereunder, in full in cash all obligations been satisfied (other than the Existing Facility LCs continued hereunder) under fact that the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderorder approving the Stone & Webs▇▇▇ ▇▇▇uisition has not yet become final).
(xixxii) 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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.
(viiviii) The Guaranty executed by all GuarantorsIf the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(viiiix) Evidence of the effectiveness of the KCPL Credit Agreement, having terms substantially similar to the terms hereof.
(x) Written money transfer instructions, in substantially the form of Exhibit DC, 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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 Borrower and the initial Obligor Subsidiaries, together, in each Guarantorcase, together 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 Borrower and each Guarantorthe initial Obligor Subsidiaries, of its respective by-laws (or regulations, as appropriate, 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 or such Guarantor is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of each of the Borrower and each Guarantorthe 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 or such Guarantorand each initial Obligor Subsidiary, as the case may beapplicable, 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 or such Guarantor 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 or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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.
(vii) The Guaranty executed by all Guarantors.
(viiih) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(xi) Evidence satisfactory to the Agent that the Borrower shall have paidand its counsel that, concurrently with the Borrower’s receipt of the initial Loans Advance hereunder: (1) the entire principal amount (together with accrued interest and premium, if any) of the Existing Indebtedness shall be repaid in full in cash all obligations (other than the Existing Facility LCs continued hereunderLCs) or converted into the relevant Loans hereunder and (2) any and all lender commitments under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderExisting Credit Agreement shall have been terminated.
(xij) The Lenders, the Arrangers and the Agent shall have received (i) all fees required to be paid and (ii) reimbursement for all expenses for which invoices have been presented, in each case on or before the date hereof or the Initial Funding Date (as applicable).
(k) Promissory notes payable to each of the Lenders requesting promissory notes pursuant to Section 2.14(iv) hereof.
(l) 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 furnished to the Agent with sufficient copies for the LendersAgent:
(i) Copies of the articles or certificate of incorporation of the 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, and each Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 Borrower or such Guarantor, as the case may be.
(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 and Guarantors’ in-house 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) The Guaranty executed by all Guarantors.
(viii) 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) All Guaranties signed by the Guarantors.
(ix) If Copies of such financial statements of the initial Credit Extension will be Borrower and its Subsidiaries required by the issuance of a Facility LCAgent, a properly completed Facility LC Applicationtogether with prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Agent.
(x) Evidence satisfactory to the Agent that the The Borrower and its Subsidiaries shall have paidobtained all Governmental Authorizations and all consents of other Persons, concurrently in each case that are necessary in connection with the initial Loans hereundertransactions contemplated by the Loan Documents, and each of the foregoing shall be in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, force and terminated all commitments to make any advances thereundereffect.
(xi) Such 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 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 and other due diligence with respect to the Borrower and its Subsidiaries as required by the Agent.
(xiv) The Agent shall have 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.
(xv) The Agent shall have received such other documents as the Agent 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 Borrower and each GuarantorBorrower, 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 Borrower and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 or such Guarantor is a party.
(iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantorsuch Borrower, 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, as the case may be, 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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) The Guaranty executed by all GuarantorsA written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3.
(viii) Written money transfer instructionsA written opinion of internal counsel to ACE, 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-4.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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 Loans in connection with the initial Credit Extension hereunder, and the obligation of the LC Issuers to issue Facility LCs hereunder unless on the Borrower has furnished Closing Date, is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent with sufficient copies for shall have received each of the following, each in form and substance satisfactory to the Administrative Agent and each of the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 partyDocuments.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 or such Guarantor, as the case may beBorrower.
(iv) A certificate, signed by the chief financial officer of the Borroweran Authorized Officer, stating that on the initial Credit Extension Closing Date (A) no Default or Unmatured Default has occurred and is continuingcontinuing and (B) the representations and warranties of the Borrower contained in Article 5 shall be true and correct on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date.
(v) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders Administrative Agent, the Lenders, and the LC Issuers, dated as of the Closing Date, 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) The Guaranty executed by all Guarantors.
(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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xiviii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
(b) The Borrower shall have paid (i) to any lender party to the Existing Credit Agreement but not a Lender under this Agreement, all obligations owing to such lender under the Existing Credit Agreement, (ii) to the Joint Lead Arrangers, the fees required under the Fee Letters to be paid to them on the Closing Date, in the amounts due and payable on the Closing Date as required by the terms thereof, (iii) to the Administrative Agent, the initial payment of the annual administrative fee described in the Administrative Fee Letter, and (iv) all other fees and reasonable expenses of the Joint Lead Arrangers, the Administrative Agent and the Lenders required hereunder or under any other Loan Document to be paid on or prior to the Closing Date (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents.
(c) Since December 31, 2010, both immediately before and after giving effect to the consummation of this Agreement, there shall not have occurred a (i) Material Adverse Effect or (ii) an event, condition or state of facts that could reasonably be expected to have a Material Adverse Effect.
(d) The Administrative Agent shall have received from the Borrower all documentation and other information requested by the Administrative Agent that is required to satisfy applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act. Without limiting the generality of the provisions of Section 10.4, for purposes of determining compliance with the conditions specified in this Section 4.1, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
Appears in 1 contract
Sources: Credit Agreement (Idacorp 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 Borrower and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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) The Guaranty executed by all GuarantorsLender and the Swing Line Note.
(viii) 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 Great Plains Credit Agreement and the KCPL GMO Credit Agreement.
(x) Written money transfer instructions, in substantially the form of Exhibit DC, 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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:
(i) Copies of the articles or certificate of incorporation of the Borrower and each GuarantorBorrower, together with all amendments, which may be dated more than ninety (90) days from the hereof, and a certificate of good standing, dated within ninety (90) days of the date hereof, each certified by the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 counsel to the Borrower’s Borrower and Guarantors’ in-house counselthe Guarantor, addressed to the Lenders in substantially the form of Exhibit A.A, together with such other opinions regarding perfection of security interests as the Administrative Agent may have reasonably requested.
(vi) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(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.
(ixviii) If Copies of documentation provided in Items (i), (ii), and (iii) (modified in the initial Credit Extension will be the issuance event of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (entities other than the Existing Facility LCs continued hereundercorporations) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderfor each Guarantor.
(xi) Such other documents as the Agent 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 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house '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) The Guaranty executed by all GuarantorsIf the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(viiiix) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixii) 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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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.
(viiviii) The Guaranty executed by all GuarantorsIf the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(viiiix) Evidence of the effectiveness of the Great Plains Credit Agreement, having terms substantially similar to the terms hereof.
(x) Written money transfer instructions, in substantially the form of Exhibit DC, 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) 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 Lenders' obligation to make the initial Credit Extension hereunder unless the Borrower has furnished is subject to the Administrative Agent with sufficient copies for having received on or before the Lenders:
(i) Copies date of such initial Credit Extension all of the articles or certificate following documents, each in form and substance satisfactory to the Administrative Agent and in such number of incorporation counterparts as may be reasonably requested by the Administrative Agent and determined that all of the following conditions precedent have otherwise been satisfied: The following Loan Documents duly executed by the Persons indicated below: this Agreement executed by each Borrower and each Guarantor, together with all amendmentsmember of the Bank Group, and a the Guaranties executed by each Guarantor in the form of Exhibit F, or in the case of the Parent's Guaranty, Exhibit F-2. A certificate of good standingthe secretary or an assistant secretary of the Parent certifying, each certified inter alia, (1) to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate governmental officer in its jurisdiction body of incorporation.
the Parent (iiA) Copiesauthorizing the execution, certified delivery and performance by the Secretary or Assistant Secretary of the Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution Parent of the Loan Documents to which it is or will be a party and the Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary consummation of the Borrower transactions contemplated thereby, (B) authorizing Officers of the Parent to negotiate the Loan Documents on behalf of the Parent, (C) authorizing Officers of the Parent to execute and each Guarantordeliver the Loan Documents and any related documents, which shall identify including, without limitation, any agreement or security document contemplated by name this Agreement, and title (D) authorizing the Eligible Share Repurchase and bear (2) the incumbency and, if such Officer is an individual, specimen signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Parent executing any Loan Documents to which the Borrower or such Guarantor it 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 Parent. Extracts from the Dutch Commercial Register or other certificates of appropriate public officials as to the existence and good standing of the Parent in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of the General Partner certifying, inter alia, true and correct copies of resolutions executed by the partners of the US Borrower (A) authorizing the execution, delivery and performance by the US Borrower of the Loan Documents to which it is a party and the Credit Extensions to be made thereunder and the consummation of the transactions contemplated thereby, (B) authorizing the General Partner to negotiate the Loan Documents on behalf of the US Borrower, and (C) authorizing the General Partner to execute and deliver on behalf of the US Borrower the Loan Documents and any related documents, including, without limitation, any agreement or security document contemplated by this Agreement. A certificate of the secretary or an assistant secretary of the General Partner certifying true and correct copies of the articles of incorporation and bylaws (or other similar charter documents) of the General Partner which certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of any change in writing by the US Borrower. Certificates of appropriate public officials as to (1) the existence of the US Borrower, and (2) the existence and good standing of the General Partner, in each case in its jurisdiction of organization. A certificate of the secretary or an assistant secretary of each Guarantor certifying, inter alia, (1) to the extent required under the jurisdiction of its formation, true and correct copies of resolutions adopted by the board of directors or other appropriate body of such GuarantorPerson (A) authorizing the execution, as delivery and performance by such Person of the case may be.
Loan Documents to which it is or will be a party and the consummation of the transactions contemplated thereby, and (ivB) authorizing Officers of such Person to execute and deliver the Loan Documents to which it is or will be a party and any related documents, including, without limitation, any agreement contemplated by this Agreement and (2) the incumbency and, if such Officer is an individual, the specimen signatures of the Officers of such Person executing any Loan Documents to which it is a party. A certificate, signed by the chief financial officer or Treasurer of the each Borrower, stating that on the initial Credit Extension Date the conditions specified in Section 4.2 have been satisfied and that no Default or Unmatured Default has occurred and is continuing.
(v) A . Favorable written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders legal opinions in substantially the form of Exhibit A.
(vi) A. Any Notes requested by a Lender pursuant to Section 2.14 2.15 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) 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.
(ix) . If the initial Credit Extension will be be, or includes, the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence . The Administrative Agent shall have determined that prior to the Execution Date, there is an absence of material adverse change in the Parent's financial condition and operations as reflected in the Parent's consolidated financial statements as of December 31, 2002 previously delivered to the Administrative Agent. Payment to the Administrative Agent and the Lenders of the fees due to them as of such date under the Loan Documents. Subordination Agreements reasonably satisfactory to the Administrative Agent that subordinating all intercompany indebtedness among the Borrower shall have paid, concurrently with Credit Parties to the initial Loans hereunder, Obligations in full the form of Exhibit G. Contribution and Indemnity Agreements among the Guarantors apportioning the rights and obligations of each Guarantor in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as form of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Exhibit H. Such other documents as the Administrative Agent or its counsel may have reasonably requested. Each Credit Extension. The Lenders shall not (except as otherwise set forth in Section 2.5.4 with respect to Revolving Loans for the purpose of repaying Swing Line Loans) be required to make any Credit Extension unless on the applicable Credit Extension Date: There exists no Default or Unmatured Default. The representations and warranties contained in Article V are true and correct as of such Credit Extension Date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date. Each Borrowing Notice, or Swing Line Borrowing Notice or request for issuance of a Facility LC, as the case may be, with respect to each such Credit Extension shall constitute a representation and warranty by the Borrowers that the conditions contained in Sections 4.2(i) and (ii) have been satisfied.
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 each 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 each Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 each 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, as the case may be, 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 such Borrower or such Guarantor, as the case may be.
(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' and Guarantors’ in-house 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) The Guaranty executed by all Guarantors.
(viii) 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.
(ixviii) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(ix) The Collateral Documents duly executed on behalf of the Guarantors granting to the Lenders and the Agent the support intended to be provided pursuant to Section 2.25.
(x) Evidence satisfactory Copies of all governmental and nongovernmental consents, approvals, authorizations, declarations, registrations or filings required on the part of any Borrower or any Guarantor in connection with the execution, delivery and performance of the Loan Documents or the transactions contemplated hereby or thereby or as a condition to the Agent that legality, validity or enforceability of the Borrower shall have paidLoan Documents, concurrently with the initial Loans hereunder, certified as true and correct in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated force and effect as of February 13the Effective Date by a duly authorized officer of the Borrowers, 2001or if none is required, as amended, with JPMCB as agent, and terminated all commitments a certificate of such officer to make any advances thereunderthat effect.
(xi) The Borrowers shall have paid an arrangement fee to the 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 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.
(xiii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Initial Credit Extension. 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 Facility 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 any 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 Borrower and each GuarantorBorrower, 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 Borrower and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 or such Guarantor is a party.
(iii) An incumbency certificatecertificate from each Borrower, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantorsuch Borrower, 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, as the case may be, 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house counselinternal counsel to PHI, addressed to the Lenders substantially in substantially the form of Exhibit A.D-1.
(vi) A written opinion of internal counsel to PEPCO, substantially in the form of Exhibit D-2.
(vii) A written opinion of internal counsel to DPL, substantially in the form of Exhibit D-3.
(viii) A written opinion of internal counsel to ACE, substantially in the form of Exhibit D-4.
(ix) A written opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special New York counsel to the Borrowers, substantially in the form of Exhibit D-5.
(x) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(viixi) The Guaranty executed by Copies of all Guarantorsgovernmental approvals, if any, necessary for any Borrower to enter into the Loan Documents to which it is a party and to obtain Credit Extensions hereunder.
(viii) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixii) Such other documents as the Agent any Lender or its counsel may have reasonably requestedrequest.
Appears in 1 contract
Sources: Credit Agreement (Atlantic City Electric Transition Funding LLC)
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 Borrower and each Guarantorthe 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 Borrower and each Guarantorthe Existing Subsidiaries, of its respective their by-laws or regulationsoperating agreement, as appropriateapplicable, 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 or such Guarantor is and the Existing Subsidiaries are a party.
(iii) An incumbency certificate, certificate executed by the Secretary or Assistant Secretary of the Borrower and each Guarantor, 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 or such Guarantor, as and the case may be, Existing Subsidiaries authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 Borrower or such Guarantorand Existing Subsidiary, as the case may beapplicable.
(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’ in-house 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) The Guaranty executed Any amendments or modifications to, or restatements of, the Collateral Documents as requested by all GuarantorsAgent.
(viii) 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 requestedThe 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.
(xxi) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated Such UCC and mortgage search information as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderdeemed advisable by Agent.
(xixii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
Appears in 1 contract
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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 Borrower and each GuarantorBorrower, 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, as the case may be, 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 such 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 Borrower or such Guarantor, as the case may be.
(ivvii) 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 Borrower and Guarantors’ in-house counselits 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.
(vii) The Guaranty executed by all Guarantors.
(viiixv) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixvi) 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 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 Borrower and each Guarantor, of its respective by-laws or regulations, as appropriate, 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 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 Borrower or such Guarantor, as the case may be, and each Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor 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 Borrower or such Guarantor, as the case may be.
(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 and Guarantors’ in-house 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) The Guaranty executed by all Guarantors.
(viii) 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) All Guaranties signed by the Guarantors.
(ix) If Copies of such financial statements of the initial Credit Extension will be Borrower and its Subsidiaries required by the issuance of a Facility LCAgent, a properly completed Facility LC Applicationtogether with prospective financial information for the Borrower and its Subsidiaries, in each case in form and substance satisfactory to the Agent.
(x) Evidence satisfactory to the Agent that the The Borrower and its Subsidiaries shall have paidobtained all Governmental Authorizations and all consents of other Persons, concurrently in each case that are necessary in connection with the initial Loans hereunderFASCO Acquisition and the other transactions contemplated by the Loan Documents and the FASCO Acquisition Documents, and each of the foregoing shall be in full in cash all obligations (other than 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 Existing Facility LCs continued hereunder) under completion of the Borrower’s existing credit agreement dated as FASCO Acquisition or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of February 13, 2001, as amended, with JPMCB as agentthe foregoing shall be pending, and terminated all commitments the time for any applicable agency to make any advances thereundertake action to set aside its consent on its own motion shall have expired.
(xia) Such other documents as All conditions precedent to the Agent FASCO Acquisition shall have been satisfied pursuant to the FASCO Acquisition Documents or its counsel may have reasonably requested.waived by the party entitled to do so to the extent permitted by Section 6.2 hereof; (
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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 or such Guarantor is a partyand Subsidiary Guaranties, as applicable.
(iiic) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Guarantorits 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 or such Guarantor, as the case may be, authorized to sign the Loan Borrower Credit Documents and Subsidiary Guaranties, as applicable and, in the case of the Borrower, to which the Borrower or such Guarantor 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 or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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) The Guaranty executed A compliance certificate in substantially the form of Exhibit "D" hereto signed by all Guarantorsthe Borrower's chief financial officer showing the calculations necessary to determine compliance with Sections 6.20, 6.21 and 6.22 of this ------------- ---- ---- Agreement.
(viiih) 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.
(ixi) 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.
(xj) 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 has been approved by all necessary corporate action of the Board of Directors and shareholders of the Borrower shall have paidand Whirlwind, concurrently 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 the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) funding under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderthis Agreement.
(xik) Such other documents as 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 its counsel may been terminated;
(l) Evidence reasonably satisfactory to the Agent that there exists no injunction or temporary restraining order which, in the reasonable judgment of the 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 an injunction or restraining order;
(m) The Agent shall have reasonably requested.received a Notice of Borrowing. The Borrowing Notice with respect to such Advance, shall constitute a representation and warranty by the Borrower that the conditions contained in Section 4.1 have been satisfied. -----------
Appears in 1 contract
Initial Credit Extension. The Lenders shall not ------------------------ be required to make the initial Credit Extension hereunder unless unless:
(a) the Borrower has furnished to the Agent the following, each in form and substance satisfactory to the Lenders and with sufficient copies for the Lenders:
(i) Copies of the articles or certificate of incorporation of the Borrower and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 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, the LC Issuer 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 each Guarantor, together with all amendments, and a certificate of good standing, certified by the appropriate governmental officer in its jurisdiction of incorporation.
(v) Copies, certified by the Secretary or Assistant Secretary of 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 such Guarantor is a party.
(vi) 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 the Borrower or such Guarantor, as the case may be, Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor is a party, upon which certificate the Agent Agent, the LC Issuer and the Lenders shall be entitled to rely until informed of any change in writing by the Borrower or such Guarantor, as the case may be.
(ivvii) A certificate, signed by the chief financial officer an Authorized Officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(vviii) A written opinion of the Borrower’s 's and the Guarantors’ in-house ' counsel, addressed to the Agent, the Lenders and the LC Issuer in substantially the form of Exhibit A.
(viix) Any Notes requested by a Lender pursuant to Section 2.14 2.16 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viiix) 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.
(ixxi) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationA Guaranty executed by each Specified Domestic Subsidiary.
(xxii) One or more Foreign Subsidiary Pledge Agreements executed by the Borrower and by each Domestic Subsidiary that holds shares in a Material Foreign Subsidiary, along with all certificates evidencing the shares pledged thereby duly endorsed or accompanied by executed stock powers and accompanied by such other documents, financing statements, opinions and information as the Agent or the Collateral Agent may require to assure the Collateral Agent's valid first priority Lien in the shares pledged thereby, free and clear of all other Liens (except as may be permitted in such Foreign Subsidiary Pledge Agreements).
(xiii) Evidence satisfactory to the Agent that (A) the Credit Agreement dated as of September 23, 1997, as from time to time in effect, by and between the Borrower and Wachovia Bank, N.A., and (B) the Credit Agreement dated as of January 13, 2000, as from time to time in effect, by and between the Borrower and Bank One, shall have paid, concurrently been or shall simultaneously on the date of closing of this Agreement 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 Loans hereunder, Credit Extension hereunder be paid in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunderfull.
(xixiv) A consent under or agreement amending the Note Purchase Agreement such that the Credit Extensions and the pledge of shares in the Material Foreign Subsidiaries do not result in a breach of the Note Purchase Agreement, executed by the lenders under the Note Purchase Agreement.
(xv) The Intercreditor Agreement executed by each party thereto.
(xvi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house '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) The Guaranty executed by all GuarantorsIf the initial Credit Extension will be the issuance of a Letter of Credit, a properly completed Letter of Credit Application.
(viiiix) 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xixii) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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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 and each GuarantorBorrower, 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 and each GuarantorBorrower, of its respective by-laws or regulations, as appropriate, 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 an Assistant Secretary of the Borrower and each GuarantorBorrower, 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, as the case may be, authorized to sign the Loan Documents to which the 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 Borrower or such Guarantor, as the case may beBorrower.
(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 and Guarantors’ in-house 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) The Guaranty executed by all GuarantorsLender and the Swing Line Note.
(viii) 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 KCPL Credit Agreement and the KCPL GMO Credit Agreement.
(x) Written money transfer instructions, in substantially the form of Exhibit DC, 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.
(ix) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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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 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 Borrower and each Guarantor, of its respective their by-laws or regulations, as appropriate, 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 or such and each Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the 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 Borrower or and such Guarantor, as the case may be, Guarantor authorized to sign the Loan Documents to which the Borrower or such 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 Borrower or such a Guarantor, as the case may be.
(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 and Guarantors’ in-house ' 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) The Guaranty executed by all Guarantors.
(viii) 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.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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Initial Credit Extension. The Lenders shall will not be required to make the initial Credit Extension hereunder unless the Borrower unless:
4.1.1. Unit has furnished to the Administrative Agent at its main banking offices in Tulsa, Oklahoma, each of the following, duly executed and delivered in form, substance and date satisfactory to the Administrative Agent, with sufficient copies for all of the Lenders:
(i) Copies of the articles or certificate of incorporation of each of the Borrower and each GuarantorCredit Parties, together with all amendments, and a certificate of good standing, each certified by the appropriate governmental officer in its their respective jurisdiction of incorporation.
(ii) Copies, certified by the Secretary or Assistant Secretary of the Borrower and each GuarantorCredit Parties, of its their respective by-laws or regulations, as appropriate, 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 each Borrower or such Guarantor is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each GuarantorCredit Parties, which shall will identify by name and title and bear the signatures of the Authorized Officers and any other officers of the Borrower or such Guarantor, as the case may be, authorized to sign the Loan Documents to which the such Borrower or such Guarantor is a party, upon which certificate with the Administrative Agent and the Lenders shall be being entitled to rely on such certificate until informed of any change in writing by the Borrower or such Guarantor, as the case may beBorrower.
(iv) A certificate, signed by the chief financial officer of Unit (on behalf of all of the BorrowerCredit Parties), stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing, that all representations and warranties in the Loan Documents are true and correct and that no Material Adverse Effect has occurred.
(v) A written closing opinion of outside counsel to the Borrower’s and Guarantors’ in-house counselBorrowers, addressed to the Administrative Agent and the Lenders in substantially form, scope and substance satisfactory to the form of Exhibit A.Administrative Agent.
(vi) Any Notes requested by This Agreement and a Lender pursuant to Section 2.14 Note payable to the order of each such requesting LenderLender and, upon consummation of the merger contemplated by the PetroCorp Agreement, the Subsidiary Guaranty by PetroCorp, substantially in the form of Exhibit E of this Agreement.
(vii) The Guaranty executed Arrangements satisfactory to the Administrative Agent, the LC Issuer and any applicable beneficiary concerning replacement or cash collateralization of any existing PetroCorp unexpired letters of credit at the time of the consummation of the acquisition of PetroCorp by Unit, payment in full of any Indebtedness owing under the Existing Credit Agreement to the Existing Lenders, including all Guarantorsinterest thereon and that any unexpired letters of credit issued thereunder have been terminated or otherwise collateralized to the satisfaction of the Administrative Agent and the LC Issuer under the Existing Credit Agreement, including evidence satisfactory to Unit and the Administrative Agent of the cancellation of the Commitments issued under the Existing Credit Agreement, termination of the credit facilities established under the Existing Credit Agreement.
(viii) Written money transfer instructions, The Collateral Documents described 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 requestedSecurity Schedule.
(ix) If A fully executed copy of the initial Credit Extension PetroCorp Agreements and evidence satisfactory to the Administrative Agent that the acquisition of PetroCorp has been consummated under the PetroCorp Agreement, including without limitation, that evidence that the existing credit facility of PetroCorp has been extinguished and fully paid and discharged and that any Liens filed against PetroCorp will be the issuance promptly discharged and released of a Facility LC, a properly completed Facility LC Applicationrecord.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Such other documents documents, certificates, instruments and information as the Agent any Lender or its counsel may have reasonably requestedrequested and satisfactory review by the Lenders of all environmental, litigation, insurance and other matters deemed appropriate by the Administrative Agent, including without limitation, summary title due diligence data concerning the Rigs and/or the oil and gas portion of the Borrowing Base Property (division orders, evidence of payment by the purchaser of production, etc.) as reasonably deemed necessary by the Administrative Agent or the Required Lenders.
(xi) All facility fees owed to the Lenders and all fees and expenses owing by Borrowers to Administrative Agent and the Syndication Agent will have been paid, including the reasonable attorneys fees and expenses of legal counsel for the Administrative Agent that have been billed and submitted to the Agent as of the Closing Date.
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Sources: Credit Agreement (Unit 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 LendersLenders of each document described below, each in form and substance satisfactory to Agent, and each other condition set forth below has been fulfilled to the satisfaction of Agent:
(i) Copies of the articles or certificate of incorporation of the Borrower and each Initial 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 Borrower and each Initial Guarantor, of its respective by-laws or regulations, as appropriate, 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 each is a party.
(iii) An incumbency certificate, executed by the Secretary or Assistant Secretary of the Borrower and each Initial 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, as the case may be, and each Initial Guarantor authorized to sign the Loan Documents to which the Borrower or such Guarantor each 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 or such the Initial Guarantor, as the case may beapplicable.
(iv) A certificate, signed by the chief principal financial officer of the Borrower, stating that on the initial Credit Extension Date no Default or Unmatured Default has occurred and is continuing.
(v) If the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC Application.
(vi) A written opinion of the Borrower’s and Guarantors’ in-house counsel, addressed to the Lenders in substantially the form of Exhibit A.4.1 (vi), subject to such changes as are approved by the Agent.
(vivii) Any Notes requested by a Lender pursuant to Section 2.14 2.13 payable to the order of each such requesting Lender.
(vii) The Guaranty executed by all Guarantors.
(viii) Written money transfer instructions, in substantially the form of Exhibit D4.1 (viii), 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.
(ix) If One or more Guaranty Agreements entered into by, collectively, each of the initial Credit Extension will be the issuance of a Facility LC, a properly completed Facility LC ApplicationInitial Guarantors.
(x) Evidence satisfactory to the Agent that the Borrower shall have paid, concurrently with the initial Loans hereunder, in full in cash all obligations (other than the Existing Facility LCs continued hereunder) under the A Compliance Certificate signed on behalf of Borrower’s existing credit agreement dated as of February 13, 2001, as amended, with JPMCB as agent, and terminated all commitments to make any advances thereunder.
(xi) Borrower shall have paid or caused to be paid (a) to Agent the amount of the Annual Administrative Agent’s Fee required pursuant to the Fee Letter, (b) to Arranger the Arrangement Fee in the amount required by the Fee Letter, (c) to Agent for the ratable benefit of the Lenders according to the Pro Rata Share of each Lender on the date of Closing, a fee (“Upfront Fee”) in the total amount of $175,000, and (d) to Agent the fee of legal counsel to Agent in the amount as heretofore agreed among Borrower, Agent and such counsel.
(xii) A financial plan for the Borrower for each of the three consecutive fiscal years of Borrower ending on December 31, 2005.
(xiii) The Agent shall have determined that (i) since October 16, 2002, there is an absence of any material adverse change or disruption in primary or secondary loan syndication markets, financial markets or in capital markets generally (whether resulting from events prior to or after the date of the commitment) that would likely impair syndication of the Loans hereunder and (ii) the Borrower and each Initial Guarantor have fully cooperated with the Agent’s syndication efforts including, without limitation, by providing the Agent with information regarding the Borrower’s and each Initial Guarantor’s operations and prospects and such other information as the Agent deems necessary to successfully syndicate the Loans hereunder.
(xiv) Agent shall have determined that all Indebtedness of Borrower under that certain Credit Agreement dated as of March 17, 2000 among Borrower, PNC Bank, National Association as Administrative Agent, Bank One, Indiana, NA as syndication agent and the other Lenders party thereto, as amended (the “Prior Credit Agreement”), shall have been paid in full and the Prior Credit Agreement terminated and, without limitation, Borrower, Agent and PNC shall have made arrangements satisfactory to Agent for each of the Transferred Letters of Credit to become Facility LCs under this Agreement.
(xv) Such other documents as the Agent any Lender or its counsel may have reasonably requested.
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