Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that: (i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and (ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows: 1. Date of continuation or conversion: _________________, _____ 2. Amount of Revolving Credit Loans being continued or converted: $_______________________ 3. Nature of continuation or conversion: a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans 4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that: 1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date; 2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles; 3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws; 4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof; 5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC By: ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Midwest LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ ITC MIDWEST LLC By: ITC Holdings Corp., its sole member By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Midwest LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the sole member of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation organization of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articlescertificate;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws operating agreement of the Borrower and such by-laws are operating agreement is in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-lawsoperating agreement;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors sole member of the Borrower on [_________], 2017Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors sole member of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); ) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23May 17, 2017 2011 (as amended and restated as of January 10, 2020 and as otherwise the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________:
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ MICHIGAN ELECTRIC TRANSMISSION COMPANY, LLC By: Name: Title: [Reserved] TO: The Lenders JPMorgan Chase Bank, N.A. Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇ ▇▇▇▇▇ Relationship Executive Senior, Corporate Client Banking Power and Utilities Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Pursuant to the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23May 17, 2017 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best issue letter(s) of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, thatcredit as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the [** **] a. Base Rate Loan(s) [** **] b. LIBOR Loans with an initial Interest Period of [one], [two], [three], [six], [nine] or [twelve] month(s) The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent. The undersigned officer, officer (to the best of his or her knowledge, knowledge and in his or her capacity as an officer officer, and not individually) on behalf of the Borrower Company certifies that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Date; anddisregarded for purposes of this condition;
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a Default or an Event of Default or a Potential Event of Default; and
(iii) Each Loan Party has performed in all material respects all agreements and satisfied all conditions which the Credit Agreement provides shall be performed or satisfied by it on or before the date hereof. DATED: _________________ U.S. SILICA COMPANY By: Name: Title: TO: W▇▇▇▇ Fargo BankPursuant to that certain Second Amended and Restated Credit Agreement dated as of June [**•**], N.A.2011, as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotteamended, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant restated, amended and restated, supplemented or otherwise modified to the Revolving date hereof (said Second Amended and Restated Credit Agreement, dated as of October 23so amended, 2017 (as restated, amended and restated as of January 10restated, 2020 and as supplemented or otherwise amended, modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among International Transmission others, U.S. Silica Company, a Michigan Delaware corporation (the “Borrower”)as Company, the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement Lenders (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A.and BNP Paribas, as administrative agent and the Administrative Agentother parties thereto, this represents the BorrowerCompany’s request to continue Revolving Credit [convert] [continue] Loans as follows:
1. Date of continuation or [conversion] [continuation]: _________________, _____
2. Amount of Revolving Credit Loans being continued or [converted] [continued]: $_______________________
3. Nature of continuation or [conversion:
] [continuation]: [** **] a. Conversion of a Base Rate Loans to LIBOR Loan as an ABR Loan __________ Loans [** **] b. Conversion of an ABR Loan as a LIBOR Loan __________ Loans to Base Rate Loans [** **] c. Continuation (rollover) of LIBOR Loans as LIBOR Loanssuch
4. If Revolving Credit Loans are being continued as or converted into to LIBOR Loans, the duration of the new LIBOR Interest Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reservedconversion] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this [continuation] date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________one], 2017[two], approving and authorizing the execution[three], delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended[six], modified, revoked [nine] or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;[twelve] month(s).
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the sole manager of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Term Loan Credit Agreement are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by materiality or Material Adverse Effect) with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (or in all respects if the applicable representation or warranty is qualified by materiality or Material Adverse Effect) as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: as the Borrower By: ITC Holdings Corp., its sole manager By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇▇ ▇▇▇▇▇ Bank USA c/o Goldman, Sachs & Co. ▇.▇. ▇ ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇, 36th Floor Jersey City, NJ 07302 Attention: SBD Operations Email: ▇▇▇.▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.-▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇▇▇.▇▇.▇▇▇ with copy to: ▇▇▇▇▇▇▇ Sachs Bank USA ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇ Pursuant to the Revolving Term Loan Credit Agreement, dated as of October 23January 31, 2017 2014 (as amended and restated as of January 10, 2020 and as otherwise the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Term Loan Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Term Loan Credit Agreement (the “Lenders”)Agreement, Wand ▇▇▇▇▇▇▇ Fargo Bank, N.A.Sachs Bank USA, as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____,
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the o a. Base Rate Loan(s) o b. LIBOR Rate Loan with an initial Interest Period of [one] [two] [three] [six] month(s) The proceeds of such Loans are to be deposited in the Borrowing in accordance with undersigned’s account at the funds flow memorandum delivered under separate coverFunding and Payment Office. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer on behalf of the Borrower undersigned, hereby certifies that:
(i) All the representations and warranties contained in the Credit Agreement (excluding, except on the Effective Date, the representations and warranties made by in Section 4.5 (No Material Adverse Change) and the Borrower contained in the Revolving Credit Agreement first sentence of Section 4.7 (No Litigation)) are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were, correct and correct complete in all material respects on and as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and;
(ii) No event no Event of Default or Potential Event of Default has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a Default or an Event hereby; and
(iii) after giving effect to the borrowing contemplated hereby, the Total Utilization of DefaultCommitments shall not exceed the Commitments then in effect and the aggregate Dollar Amount of Alternate Currency Loans shall not exceed the Alternative Currency Sublimit. DATED: [HOSPIRA, INC.] [SUBSIDIARY BORROWER] By: Name: Title: TO: WReference is made to the Credit Agreement and Guaranty, dated as of October , 2011 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms used but not defined herein being used as therein defined) and entered into by and among Hospira, Inc., the Subsidiary Borrowers from time to time party thereto, the banks and financial institutions named therein, Citigroup Global Markets, Inc., RBS Securities Inc. and ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇ Senior Funding, Inc. (“MSSF”) as joint lead bookrunners and joint lead arrangers, The Royal Bank of Scotland plc and MSSF, as joint syndication agents, Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as Administrative Agent under administrative agent for the lenders. Pursuant to Section 2.5F of the Credit Agreement, the undersigned desires to convert or to continue the following Loans, each such conversion and/or continuation to be effective as of [mm/dd/yy]: $[ , , ] LIBOR Rate Loans to be continued with Interest Period of month(s) $[ , , ] Base Rate Loans to be converted to LIBOR Rate Loans with Interest Period of month(s) $[ , , ] LIBOR Rate Loans to be converted to Base Rate Loans The undersigned hereby certifies that as of the date hereof, no Event of Default or Potential Event of Default has occurred and is continuing or would result from the consummation of the conversion and/or continuation contemplated hereby. DATED: [HOSPIRA, INC.] [SUBSIDIARY BORROWER] By: Name: Title: [Effective Date] FOR VALUE RECEIVED, Hospira, Inc. a Delaware corporation (together with its permitted successors and assigns, the “Borrower”), promises to pay to [NAME OF LENDER] (the “Payee”) or its registered assigns, on the dates set forth in the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte), NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant the unpaid principal amount of all advances made by the Payee to the Revolving Borrower as Loans under the Credit Agreement. The Borrower also promises to pay interest on the unpaid principal amount hereof, from the date hereof until paid in full, at the rates and at the times which shall be determined in accordance with the provisions of the Credit Agreement and Guaranty, dated as of October 23, 2017 2011 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated supplemented or replaced otherwise modified from time to time, the “Revolving Credit Agreement”; the terms defined therein and used but not otherwise defined herein being used herein as therein defined), ) and entered into by and among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons Subsidiary Borrowers from time to time referred to as “Lenders” in party thereto, the Revolving Credit Agreement (the “Lenders”)banks and financial institutions named therein, WCitigroup Global Markets, Inc., RBS Securities Inc. and ▇▇▇▇▇▇ Fargo Bank▇▇▇▇▇▇▇ Senior Funding, Inc. (“MSSF”) as joint lead bookrunners and joint lead arrangers, The Royal Bank of Scotland plc and MSSF, as joint syndication agents, Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as documentation agents, and Citibank, N.A., as administrative agent for the Administrative Agent, this represents lenders. This Note is one of the Borrower’s request “Notes” issued pursuant to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, and entitled to the duration benefits of the new LIBOR Period that commences on Credit Agreement, to which reference is hereby made for a more complete statement of the continuation terms and conditions under which the Loans evidenced hereby were made and are to be repaid. All payments of principal and interest in respect of this Note shall be made in the applicable currency in same day funds at the Funding and Payment Office or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders at such other place as shall be designated in writing for such purpose in accordance with the terms of the Credit Agreement. Unless and until an Assignment Agreement effecting the assignment or transfer of this Note shall have been accepted by the Administrative Agent (each, and recorded in the Register as defined below) RE: Revolving provided in Section 9.1 of the Credit Agreement, dated as of October 23the Borrower, 2017 (each Agent and the Lenders shall be entitled to deem and treat Payee as the same owner and holder of this Note and the Loans evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before disposing of this Note or any part hereof it will make a notation hereon of all principal payments previously made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make a notation of any payment made on this Note shall not limit or otherwise affect the obligations of the Borrower hereunder with respect to payments of principal of or interest on this Note. This Note is subject to mandatory prepayment and to prepayment at the option of the Borrower as provided in the Credit Agreement. Upon the occurrence of an Event of Default, the unpaid balance of the principal amount of this Note, together with all accrued and unpaid interest thereon, may become, or may be amendeddeclared to be, modifieddue and payable in the manner, supplemented, restated or replaced from time to time, upon the “Revolving conditions and with the effect provided in the Credit Agreement”; the . The terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time of this Note are subject to time referred to as “Lenders” amendment only in the Revolving manner provided in the Credit Agreement, . No reference herein to the Credit Agreement and JPMorgan Chase Bank, N.A., as no provision of this Note or the Administrative Agent. I, Credit Agreement shall alter or impair the undersigned, an Authorized Officer obligations of the Borrower, hereby certify which are absolute and unconditional, to pay the best principal of my knowledgeand interest on this Note at the place, information and belief, for and on behalf of at the Borrowerrespective times, and not in my personal capacitythe currency herein prescribed. The Borrower promises to pay all costs and expenses, including reasonable attorneys’ fees, all as provided in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth incurred in the Revolving Credit Agreement were satisfied as collection and enforcement of this Note. The Borrower hereby consents to renewals and extensions of time at or after the Closing Date;
2. attached maturity hereof, without notice, and hereby waives, to this certificate as Schedule A is a true the full extent permitted by law, diligence, presentment, protest, demand and complete copy notice of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof every kind and the Borrower has not passed, confirmed or consented right to plead any statute of limitations as a defense to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;demand hereunder.
Appears in 1 contract
Sources: Credit Agreement (Hospira Inc)
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion: ,
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); ) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23May 17, 2017 2011 (as amended and restated as of January 10, 2020 and as otherwise the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____,
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Grid Development, LLC, its sole member By: ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Great Plains, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____:
2. Amount of Revolving Credit Loans being continued or converted: $_______________________:
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ ITC GREAT PLAINS, LLC By: ITC Grid Development, LLC, its sole member By: ITC Holdings Corp., its sole member By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Great Plains, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of ITC Holdings Corp., the sole member of ITC Grid Development, LLC, the sole member of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation organization of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the sole member of the sole member of the Borrower has not passed, confirmed or consented to any amendments or variations to such articlescertificate;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws operating agreement of the Borrower and such by-laws are operating agreement is in full force and effect on the date hereof and as the sole member of the date hereof sole member of the Borrower has not passed, confirmed or consented to any amendments or variations to such by-lawsoperating agreement;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors sole member of the Borrower on [_________], 2017sole member of the Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board sole member of Directors the sole member of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: aLoan Operations ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: N▇▇▇▇▇▇.▇ ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇ Facsimile No.▇▇▇ : 312/385-7096 Pursuant to the Revolving Credit Agreement, dated as of October 23January 29, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 2008 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Midwest LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion:
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
Appears in 1 contract
Interest rate option. Type¨ a. Base Rate Loan(s) ¨ b. Eurodollar Rate Loans with an initial Interest Period of ____________ month(s) ¨ c. Other rate agreed to between applicable Swing Line Lender and Company: Tenor: Please wire transfer the ______________ The proceeds of the Borrowing such Loans are to be deposited in accordance with the funds flow memorandum delivered under separate coverCompany’s account at Administrative Agent or in such other account as may be designated by Company from time to time. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies and Company certify that:
(i) All The representations and warranties made by the Borrower contained in the Revolving Credit Agreement (other than subsection 5.4) and the other Loan Documents are true true, correct and correct complete in all material respects with on and as of the date hereof to the same effect extent as though such representations and warranties had been made on and as of the date hereof (hereof, except where to the extent such representations and warranties expressly specifically relate to an earlier date, in which case such representations and warranties are true were true, correct and correct complete in all material respects on and as of such earlier date); provided that provided, that, if a representation and warranty is qualified as to materiality, with respect to such representation and warranty the representations made in Sections 7.4 and 7.15 materiality qualifier set forth above shall be made only on the Closing Datedisregarded for purposes of this condition; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing borrowing contemplated hereby that would constitute a an Event of Default or an a Potential Event of Default. DATED: ___________________ STANCORP FINANCIAL GROUP, INC. By: Name: Title: TO: W▇▇▇▇ Fargo BankPursuant to that certain Credit Agreement dated as of June 15, N.A.2006, as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotteamended, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant restated, supplemented or otherwise modified to the Revolving date hereof (said Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among International Transmission STANCORP FINANCIAL GROUP, INC. (“Company, a Michigan corporation (the “Borrower”), the various financial institutions listed therein as Lenders, and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇▇ Fargo BankFARGO BANK, N.A.NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent”), this represents the BorrowerCompany’s request to convert or continue Revolving Credit Loans as follows:
1. Date of continuation or conversion/continuation: __________________, _______
2. Amount of Revolving Credit Loans being continued or converted/continued: $_______________________
3. Nature of continuation or conversion:
/continuation: ¨ a. Conversion of a LIBOR Loan as an ABR Loan __________ Base Rate Loans to Eurodollar Rate Loans ¨ b. Conversion of an ABR Loan as a LIBOR Loan __________ Eurodollar Rate Loans to Base Rate Loans ¨ c. Continuation (rollover) of LIBOR Eurodollar Rate Loans as LIBOR Loanssuch
4. If Revolving Credit Loans are being continued as or converted into LIBOR to Eurodollar Rate Loans, the duration of the new LIBOR Interest Period that commences on the conversion/ continuation or conversion date: _______________ month(s) In the case of a conversion to or continuation of Eurodollar Rate Loans, the undersigned officer, to the best of his or her knowledge, and Company certifies that no Event of Default or Potential Event of Default has occurred and is continuing under the Credit Agreement. DATED: ___________________ STANCORP FINANCIAL GROUP, INC. By: Name: Title: [Reserved] TO: The Lenders and Pursuant to that certain Credit Agreement dated as of June 15, 2006 as amended, restated, supplemented or otherwise modified to the Administrative Agent date hereof (each, as defined below) RE: Revolving said Credit Agreement, dated as of October 23, 2017 (as the same may be so amended, restated, supplemented or otherwise modified, supplemented, restated or replaced from time to time, being the “Revolving Credit Agreement”; , the terms defined therein and not otherwise defined herein being used herein as therein defined), by and among International Transmission STANCORP FINANCIAL GROUP, INC. (“Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to listed therein as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank▇▇▇▇▇ FARGO BANK, N.A.NATIONAL ASSOCIATION, as the Administrative Agent (“Administrative Agent. I”), this represents Company’s request for the undersigned, an Authorized Officer issuance of the Borrower, hereby certify to the best a Letter of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, thatby Administrative Agent as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Term Loan Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC GREAT PLAINS, LLC, as the Borrower By ITC Grid Development, LLC, its sole member By ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Term Loan Credit Agreement, dated as of October 23May 30, 2017 2013 (as amended and restated as of January 10, 2020 and as otherwise the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Term Loan Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Great Plains, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Term Loan Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____,
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole manager By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ By: ITC Holdings Corp., its sole manager By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the sole manager of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation organization of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articlescertificate;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws operating agreement of the Borrower and such by-laws are operating agreement is in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-lawsoperating agreement;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors sole manager of the Borrower on [_________], 2017Borrower, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors sole manager of the Borrower with respect to the subject matter thereof;
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) Dated: ___________________ ITC HOLDINGS CORP. By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Holdings Corp., a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate hereto as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower at a meeting of such Board of Directors held on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
5. the persons whose names appear on Schedule D attached hereto are duly elected, qualified and acting officers of the Borrower occupying the offices set forth opposite their respective names on Schedule D, and the signature set forth opposite their respective names are their true and genuine signatures, and each of such officers is duly authorized to execute and deliver the Revolving Credit Agreement on behalf of the Borrower and each of the related documents to which it is a party and any other agreement, instrument or document to be delivered by the Borrower pursuant to the Revolving Credit Agreement; and
6. the law firms of S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & B▇▇▇▇▇▇▇ LLP and D▇▇▇▇▇ G▇▇▇▇▇▇ PLLC are entitled to rely on this Closing Date Certificate in connection with their legal opinions to be delivered as of the date hereof in connection with the Revolving Credit Agreement.
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Holdings Corp., its sole manager By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 2014 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Michigan Electric Transmission Company, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion: ,
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
Appears in 1 contract
Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC, as the Borrower By: ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23February 11, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 2011 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Midwest LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion: ,
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations 10 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇ttention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23March 28, 2017 2014 (as amended and restated as of January 10, 2020 and as otherwise the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____,
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement, and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of the Borrower, hereby certify to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the Revolving Credit Agreement, that:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as of the Closing Date;
2. attached to this certificate as Schedule A is a true and complete copy of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); provided that the representations made in Sections 7.4 and 7.15 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: By: ITC Grid Development, LLC, its sole member By: ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1▇Loan Operations ▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Great Plains, LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion: ,
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
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Interest rate option. Type: Tenor: Please wire transfer the proceeds of the Borrowing in accordance with the funds flow memorandum delivered under separate cover. The undersigned officer, to the best of his or her knowledge, in his or her capacity as an officer of the Borrower certifies that:
(i) All representations and warranties made by the Borrower contained in the Revolving Credit Agreement are true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date); ) provided that that, the representations representation made in Sections 7.4 and 7.15 Section 7.14 shall be made only on the Closing Date; and
(ii) No event has occurred and is continuing or would result from the consummation of the Borrowing contemplated hereby that would constitute a Default or an Event of Default. Dated: ITC MIDWEST LLC, as the Borrower By: ITC Holdings Corp., its sole member By: Name: Title: TO: W▇▇▇▇ Fargo JPMorgan Chase Bank, N.A., as Administrative Agent under the Credit Agreement (as defined below) 1Loan Operations ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ Blvd. Charlotte, NC 28262 Mail Code: D1109-019 Attention: Syndication Agency Services Telephone Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇ Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ Email: a▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ Pursuant to the Revolving Credit Agreement, dated as of October 23May 31, 2017 (as amended and restated as of January 10, 2020 and as otherwise amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission Company, a Michigan corporation (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit Agreement (the “Lenders”), W▇▇▇▇ Fargo Bank, N.A., as the Administrative Agent, this represents the Borrower’s request to continue Revolving Credit Loans as follows:
1. Date of continuation or conversion: _________________, _____
2. Amount of Revolving Credit Loans being continued or converted: $_______________________
3. Nature of continuation or conversion:
a. Conversion of a LIBOR Loan as an ABR Loan __________ b. Conversion of an ABR Loan as a LIBOR Loan __________ c. Continuation (rollover) of LIBOR Loans as LIBOR Loans
4. If Revolving Credit Loans are being continued as or converted into LIBOR Loans, the duration of the new LIBOR Period that commences on the continuation or conversion date: __________ month(s) By: Name: Title: [Reserved] TO: The Lenders and the Administrative Agent (each, as defined below) RE: Revolving Credit Agreement, dated as of October 23, 2017 2012 (as the same may be amended, modified, supplemented, restated or replaced from time to time, the “Revolving Credit Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined), among International Transmission CompanyITC Midwest LLC, a Michigan corporation limited liability company (the “Borrower”), the various financial institutions and other persons from time to time referred to as “Lenders” in the Revolving Credit AgreementAgreement (the “Lenders”), and JPMorgan Chase Bank, N.A., as the Administrative Agent. I, the undersigned, an Authorized Officer of this represents the Borrower, hereby certify ’s request to the best of my knowledge, information and belief, for and on behalf of the Borrower, and not in my personal capacity, in connection with the initial Borrowing on this date under the continue Revolving Credit Agreement, thatLoans as follows:
1. the conditions precedent set forth in the Revolving Credit Agreement were satisfied as Date of the Closing Date;continuation or conversion: ,
2. attached to this certificate as Schedule A is a true and complete copy Amount of the articles of incorporation of the Borrower, together with all amendments thereto adopted through the date hereof (as certified by the Michigan Department of Licensing and Regulatory Affairs) and as in effect on the date hereof and the Borrower has not passed, confirmed or consented to any amendments or variations to such articles;
3. attached to this certificate as Schedule B is a true, correct and complete copy of the by-laws of the Borrower and such by-laws are in full force and effect on the date hereof and as of the date hereof the Borrower has not passed, confirmed or consented to any amendments or variations to such by-laws;
4. attached to this certificate as Schedule C is a correct and complete copy of the approval letter from the United States of America Federal Energy Regulatory Commission of the application pursuant to section 204 of the Federal Power Act, which approval is in full force and effect at the date hereof;
5. attached hereto as Schedule D is a true and complete copy of the resolutions duly adopted by the Board of Directors of the Borrower on [_________], 2017, approving and authorizing the execution, delivery and performance of the Revolving Credit Agreement and the transactions contemplated thereby. Such resolutions have not been amended, modified, revoked Loans being continued or rescinded since the date of adoption thereof, are in full force and effect on the date hereof and are the only resolutions that have been adopted by the Board of Directors of the Borrower with respect to the subject matter thereof;converted:
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