Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02): (a) The Administrative Agent (or its counsel) shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date. (b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions. (c) [Reserved]. (d) [Reserved]. (e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year. (f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date. (g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement. (h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder This Agreement shall not become effective until on the date on which each of Restatement Effective Date immediately after the following conditions is have been satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent (or its counsel) shall have received from each party hereto either (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, Transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) WeilCravath, Gotshal Swaine & ▇▇▇▇▇▇ LLP, counsel for the Borrower, and (ii) ▇▇▇▇▇▇▇▇ ▇▇▇▇ & . ▇▇▇▇▇▇▇, counsel for the ParentEsq., (iii) an opinion of the general counsel of Sterling Inc.Corporate Vice President and Secretary, an Ohio corporation in each case in form and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as substance reasonably satisfactory to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably requestand its counsel. The Company Borrower hereby requests such counsels counsel to deliver such opinions.
(c) [Reserved]The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, this Agreement or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(d) [Reserved]The representations and warranties of the Borrower set forth in Article III shall be true and correct in all material respects, and no Default shall have occurred and be continuing.
(e) The Administrative Agent shall have received annual projections for the Parent all fees and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days other amounts due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced, reimbursement of all out-of-pocket expenses required to be reimbursed by the Borrower hereunder.
(f) The Borrower shall have prepaid (or simultaneously with the effectiveness of this Agreement shall prepay) all Loans outstanding under (and as defined in) the Existing Credit Agreement (including all accrued and unpaid interest thereon) and all accrued and unpaid fees, accrued to (but not including) the Restatement Effective Date. Each Lender party hereto that is also a “Lender” under the Existing Credit Agreement hereby waives the requirement for advance notice of prepayment of any “Loans” outstanding thereunder; provided such notice of prepayment is delivered on the Restatement Effective Date.
(g) The Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” ”, and anti-money laundering rules and regulations, including the USA PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced requested at least two five Business Days prior to the Restatement Effective Date. The Administrative Agent shall notify the Company Borrower and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and bindingbinding upon all parties hereto and following such notice, none of the conditions set forth in this Section 4.01 shall be of further application.
Appears in 1 contract
Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been be deemed to be repaid and such portion thereof that were ABR Loans shall be reborrowed as ABR Loans by the applicable Revolving Borrower and such portion thereof that were Eurocurrency Loans shall be reborrowed as Eurocurrency Loans by the applicable Revolving Borrower (and all accrued interest and fees in respect thereof shall have been paid) and all commitments (it being understood that execution of a Borrowing Notice in respect of the borrowing of such Revolving Loans and a funds flow memorandum indicating repayment of the Existing Credit Agreement Revolving Loans of any Existing Revolving Lenders that are not Lenders shall have been terminated, be reasonably satisfactory evidence) and (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇M▇▇▇▇▇ LLP, (ii) ▇C▇▇▇▇▇▇ ▇D▇▇▇ & ▇P▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇S▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].The Administrative Agent shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) Parent and its Subsidiaries for the three most recently completed fiscal years ended at least 90 days before the Restatement Effective Date and (y) the Target Entity and its subsidiaries for the most recently completed fiscal year ended at least 90 days before the Restatement Effective Date and (ii) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of (x) Parent and its Subsidiaries and (y) the Target Entity and its subsidiaries, in each case for each subsequent fiscal quarter ended at least 45 days before the Restatement Effective Date; provided that filing of the required financial statements with the Securities and Exchange Commission will satisfy this clause (c); provided further that the foregoing financial statements of the Target Entity and its subsidiaries shall only be provided to the extent required by Rule 3-05 of Regulation S-X.
(d) [Reserved].The Administrative Agent shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent and its Subsidiaries for the most recently completed fiscal year and as of and for each subsequent interim period ended on the last day of the most recently completed fiscal quarter ended at least 45 days prior to the Restatement Effective Date, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income); provided that filing of such pro forma financial statements with the Securities and Exchange Commission will satisfy this clause (d); provided further that the foregoing pro forma financial statements shall only be provided to the extent required by Article 11 of Regulation S-X.
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 2019 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date.
(i) The Specified Representations shall be true and correct in all material respects (and in all respects if qualified by materiality) on and as of the Restatement Effective Date. The Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder on the Restatement Effective Date shall not become effective until the date on which each of the following conditions is satisfied (satisfaction, or waived waiver in accordance with Section 9.02):, of the following conditions on or before the Restatement Effective Date:
(a) The Administrative Agent (or its counsel) Lead Arrangers shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) all documentation and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, information at least 3 five (5) Business Days prior to the Restatement Effective DateDate as is reasonably requested in writing by the Lead Arrangers about the Loan Parties, all documentation and other information in each case, to the extent (i) required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT ActPatriot Act and (ii) requested in writing at least ten Business Days prior to the Restatement Effective Date.
(b) The Lead Arrangers shall have received unaudited financial statements for any interim period or periods of Holdings and its Subsidiaries ended after the date of the most recent audited financial statements filed with the Securities and Exchange Commission, including unaudited financial statements for the Fiscal Quarter ending April 29, 2017. The Lead Arrangers shall have received projections of Loan Parties, and an opening pro forma balance sheet for Holdings and its Subsidiaries, in each case in form and substance reasonably requested satisfactory to the Lead Arrangers, including projected balance sheets, income statements, statements of cash flows and availability of Holdings and its Subsidiaries on a quarterly basis for the period through the end of January 2018 and on an annual basis thereafter through the end of the 2019 Fiscal Year.
(c) The Loan Documents required to be delivered as of the Restatement Effective Date and required to be executed by the Loan Parties shall have been executed by the Loan Parties and copies of executed counterparts thereof shall have been delivered to Administrative Agent, including:
(i) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special New York counsel for the Loan Parties, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Associate General Counsel of Parent Borrower, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent at least 10 or the Required Revolving Lenders shall reasonably request, dated as of the Restatement Effective Date and in form and substance reasonably satisfactory to Administrative Agent (and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).
(ii) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(iii) The Administrative Agent shall have received an originally executed Restatement Effective Date Certificate, together with all attachments thereto.
(iv) Administrative Agent shall have received the results of a search of the Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released. None of the Collateral shall be subject to any Liens, except for liens permitted under Section 6.02.
(d) The Administrative Agent shall have received a completed Perfection Certificate dated as of the Restatement Effective Date and signed by an executive officer or Financial Officer of the Parent Borrower, together with all attachments contemplated thereby.
(e) The Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, an acknowledgement from each Person that was a Lender under the Existing ABL Credit Agreement and who will not be a Lender after the Restatement Effective Date.
(f) Minimum opening Excess Availability as of the Restatement Effective Date, after the application of proceeds of the initial Loans and issuance of initial Letters of Credit made or issued on the Restatement Effective Date, and after provision for payment of all fees and expenses of the Transactions, shall be not less than $750,000,000. Administrative Agent shall have received a Borrowing Base Certificate dated as of, and through the period ended, April 29, 2017.
(g) No Defaults or Events of Default shall exist or have occurred and be continuing. All costs, fees and expenses contemplated hereby due and payable on the Restatement Effective Date to Administrative Agent, Collateral Agent, Lead Arrangers and Lenders shall have been paid to the extent invoiced to Parent Borrower within 5 days prior to the Restatement Effective Date.
(gh) The Administrative Agent There shall have received (not exist any action, suit, investigation, litigation or proceeding pending in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (any court or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (before any arbitrator or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of that challenges the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have receivedlegality of, or have been authorized otherwise seeks to deduct from enjoin, the proceeds of credit facility under this Agreement or the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and bindingother Transactions.
Appears in 1 contract
Sources: Credit Agreement (J C Penney Co Inc)
Restatement Effective Date. The obligations amendment and restatement of this Agreement in the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder form hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent (or its counsel) shall have received received, with a counterpart or copy for each Lender, from each party hereto either (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of each such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(c) The Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date (i) the accuracy of all representations and warranties in the Loan Documents and (ii) that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date.
(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date in connection with the transactions contemplated hereby, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses agreed to be reimbursed or paid by any Loan Party.
(e) All Loans outstanding under the Existing Credit Agreement on the Restatement Effective Date shall have been prepaid (subject to reborrowing on the terms set forth herein) and all interest and fees accrued to the Restatement Effective Date under the Existing Credit Agreement shall have been paid.
(f) The Guarantee Requirement shall be satisfied, and the Administrative Agent shall have received an instrument in form reasonably satisfactory to it and executed by each of the Subsidiary Guarantors, pursuant to which each Subsidiary Guarantor reaffirms its obligations under the Subsidiary Guarantee Agreement.
(g) The Administrative Agent shall have received a favorable written opinions opinion (addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇▇., General Counsel of the Company, substantially in the form of Exhibit ▇-▇, (▇▇) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel for the ParentLoan Parties, substantially in the form of Exhibit G-2, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , Canadian counsel for the Loan Parties, substantially in the form of Exhibit G-3, and (iv) such special and local counsel as to matters of English lawmay be required by the Administrative Agent, in each case covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have receivedreceived all documentation and other information related to each Loan Party reasonably required by the Administrative Agent and each Lender under applicable “know your customer” or similar rules and regulations, or have been authorized to deduct from including the proceeds USA PATRIOT Act. Notwithstanding any other provision of the initial funding of the Loansthis Agreement, all fees and expenses due and payable on or prior to if the Restatement Effective Date shall not have occurred by the Termination Date, this Agreement shall cease to the Administrative Agent, Lead Arrangers be of any force or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company effect and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and bindingExisting Credit Agreement will continue in effect in its existing form.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Albany International Corp /De/)
Restatement Effective Date. This Agreement shall become effective on the Restatement Effective Date when the Agent shall have received either (a) a counterpart of this Agreement signed on behalf of each party hereto or (b) written evidence reasonably satisfactory to the Agent (which may include a facsimile transmission or electronic image of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit hereunder for the account of, each Borrower shall not become effective until on the date on which Restatement Effective Date upon the satisfaction of each of the following conditions is satisfied precedent with respect to such Borrower (or waived the waiver of such conditions in accordance with Section 9.02):8.2) and the delivery by such Borrower to the Agent of the items specified below:
(i) Certification from a secretary or an assistant secretary of such Borrower that (a) The Administrative Agent (the articles or its counsel) shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) certificate of incorporation and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf by-laws of such party Borrower have not been modified since the Closing Date, or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent copies of such articles or certificate of incorporation and the Lenders by-laws attached thereto are true, complete and dated the Restatement Effective Date) correct copies thereof, and, in each case, that such documents are in full force and effect as of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.
(iii) An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.
(iv) A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective Date (a) no Default or Unmatured Default has occurred and is continuing and (b) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(v) Written opinions of such Borrower’s in-house counsel, in each case in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A-1 or A-2.
(vi) Any Notes requested by Lenders pursuant to Section 2.14 payable to each such requesting Lender.
(vii) All documentation and other information required by regulatory authorities that any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT USA Patriot Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(gviii) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) Payment by such Borrower of the jurisdiction principal of its organization, to all Loans outstanding under the extent generally available in such jurisdiction and Existing Illinois Credit Agreement (b) a certificate of it being understood that the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter Existing Letters of Credit under the Credit Agreement.
(hwill remain outstanding and be deemed issued hereunder) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for its account under the Existing Illinois Credit Agreement, whether or not such notice shall amounts are due and payable at the time under such agreement (it being understood that such payment may be conclusive and bindingeffected with the proceeds of borrowings hereunder on the Restatement Effective Date).
(ix) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Restatement Effective Date. This Agreement shall become effective on the Restatement Effective Date when the Agent shall have received either (a) a counterpart of this Agreement signed on behalf of each party hereto or (b) written evidence reasonably satisfactory to the Agent (which may include a facsimile transmission or electronic image of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement. The obligations of the Lenders to make Loans to, and of the Issuing Banks to issue Letters of Credit hereunder for the account of, each Borrower shall not become effective until on the date on which Restatement Effective Date upon the satisfaction of each of the following conditions is satisfied precedent with respect to such Borrower (or waived the waiver of such conditions in accordance with Section 9.02):8.2) and the delivery by such Borrower to the Agent of the items specified below:
(i) Certification from a secretary or an assistant secretary of such Borrower that (a) The Administrative Agent (the articles or its counsel) shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) certificate of incorporation and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf by-laws of such party Borrower have not been modified since the Closing Date, or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent copies of such articles or certificate of incorporation and the Lenders by-laws attached thereto are true, complete and dated the Restatement Effective Date) correct copies thereof, and, in each case, that such documents are in full force and effect as of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, and a certificate of good standing with respect to such Borrower from the appropriate governmental officer in its jurisdiction of incorporation.
(ii) Copies, certified by the secretary or assistant secretary of such Borrower, of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution of the Loan Documents to which such Borrower is a party.
(iii) An incumbency certificate, executed or certified by the secretary or assistant secretary of such Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Borrower authorized to sign the Loan Documents to which such Borrower is a party, upon which certificate the Agent and the Lenders shall be entitled to rely until informed of any change in writing by such Borrower.
(iv) A certificate, signed by an Authorized Officer of such Borrower, stating that on the Restatement Effective Date (a) no Default or Unmatured Default has occurred and is continuing and (b) all of the representations and warranties contained in Article V are true and correct (i) in the case of the representations and warranties qualified as to materiality, in all respects and (ii) otherwise, in all material respects, in each case as of such date except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date.
(v) Written opinions of such Borrower’s in-house counsel, in each case in form and substance satisfactory to the Agent and addressed to the Lenders, in substantially the form of Exhibit A.
(vi) Any Notes requested by Lenders pursuant to Section 2.14 payable to each such requesting Lender.
(vii) All documentation and other information required by regulatory authorities that any Lender shall reasonably have requested in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT USA Patriot Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(gviii) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) Payment by such Borrower of the jurisdiction principal of its organization, to all Loans outstanding under the extent generally available in such jurisdiction and Existing Missouri Credit Agreement (b) a certificate of it being understood that the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter Existing Letters of Credit under the Credit Agreement.
(hwill remain outstanding and be deemed issued hereunder) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and all interest, fees and other amounts accrued or owing for its account under the Existing Missouri Credit Agreement, whether or not such notice shall amounts are due and payable at the time under such agreement (it being understood that such payment may be conclusive and bindingeffected with the proceeds of borrowings hereunder on the Restatement Effective Date).
(ix) Such other documents as any Lender or its counsel may have reasonably requested.
Appears in 1 contract
Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) On the Restatement Effective Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Administrative Agent (or its counsel) shall have received parties hereto acknowledge and agree that (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., this Agreement and the other GuarantorsLoan Documents, Parentwhether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Required Lenders (Loans and other obligations under the Original Credit Agreement or the other Loan Documents as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory effect prior to the Administrative Agent (Restatement Effective Date and which may include remain outstanding as of the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementRestatement Effective Date, (ii) reasonably satisfactory evidence that the Loans and other obligations under the Original Credit Agreement and the Security Documents are in all Existing Revolving Loans shall have been repaid respects continuing (as amended and restated hereby and which are in all accrued interest and fees in respect thereof shall have been paidrespects hereinafter subject to the terms herein) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (the liens and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (security interests as defined in the Existing Credit Agreement) granted under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to applicable Loan Documents securing payment of such the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans other obligations are in all respects continuing (without interruption) and the termination of all commitments in respect thereof to be made on the Restatement Effective Datefull force and effect and are reaffirmed hereby.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent On and the Lenders and dated after the Restatement Effective Date) of , (i) Weilall references to the Original Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, Gotshal & ▇▇▇▇▇▇ LLPas amended and restated hereby, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇all references to any section (or subsection) of the Original Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, counsel for mutatis mutandis, references to the Parent, corresponding provisions of this Agreement and (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions except as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have receivedcontext otherwise provides, at least 3 Business Days prior to on or after the Restatement Effective Date, all documentation references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby.
(c) This amendment and restatement is limited as written and is not a consent to any other information required amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Document remain in full force and effect unless otherwise specifically amended hereby or by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any other Loan Document.
(d) Except to the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to extent specifically amended on the Restatement Effective Date, this amendment and restatement shall not alter, modify or in any way amend the schedules and exhibits to the Original Credit Agreement (and such schedules and exhibits shall continue to be schedules and exhibits hereto).
(ge) The Administrative Agent shall have received (in form and substance reasonably satisfactory to For the Administrative Agent): (a) a good standing certificate (avoidance of doubt, any Default or analogous documentation if applicable and customary) for each Loan Party from the Secretary Event of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit Default that occurred under the Original Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or Agreement prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to and is continuing on the Restatement Effective Date. Administrative Agent Date shall notify the Company and the Lenders constitute a Default or Event of the Restatement Effective DateDefault, and such notice shall be conclusive and bindingas applicable, under this Agreement.
Appears in 1 contract
Sources: Term Loan Facility Credit Agreement (Central European Media Enterprises LTD)
Restatement Effective Date. The Without affecting the rights of Allied Waste or any Restricted Subsidiary hereunder at all times prior to the Restatement Effective Date, the amendment and restatement of the Original Credit Agreement in the form hereof and obligations of the Lenders to make Loans and acquire participations in Letters of Credit, the obligations of Tranche A Lenders to fund their Tranche A Credit-Linked Deposits and the obligations of an Issuing Banks Bank to issue Letters of Credit hereunder under this Agreement shall not become effective until on the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The following documents, each dated the Restatement Effective Date (unless otherwise specified) are received by the Administrative Agent (or its counsel) shall have received in form and substance satisfactory to the Initial Lenders:
(i) from the Administrative Agentfor Allied Waste, the CompanyBorrower and each other Material Loan Party, Sterling Treasurya copy of the organizational documents, Sterling Jewelers Inc.as amended and in effect, the other Guarantors, Parent, the Required Lenders of such Material Loan Party certified (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) date reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required close to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.) by the Secretary of State of the jurisdiction of organization of such Material Loan Party; a certificate from such Secretary of State dated as of a date reasonably close to the Restatement Effective Date as to the good standing of and organizational documents filed by such Material Loan Party; and evidence from each Material Loan Party that it is qualified to do business in each jurisdiction where such qualification is required and where the failure so to qualify could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(ii) for each of Allied Waste, the Borrower and each other Material Loan Party, a certificate of the Secretary or an Assistant Secretary of such Material Loan Party, dated the Restatement Effective Date and certifying (A) that attached thereto is a true and complete copy of the by-laws (or operating or partnership agreement, where applicable) of such Material Loan Party as amended and in effect at all times from the date on which the resolutions referred to in clause (B) were adopted to and including the date of such certificate, (B) that attached thereto is a true and complete copy of resolutions (or consent by members or partners, where applicable, to the extent required) duly adopted by the board of directors (or members or partners, where applicable) of such Material Loan Party authorizing the execution, delivery and performance of such of the Loan Documents to which such Material Loan Party is or is intended to be a party and the extensions of credit hereunder, and that such resolutions (or consent by members or partners, where applicable, to the extent required) have not been modified, rescinded or amended and are in full force and effect, (C) that the organizational documents of such Material Loan Party have not been amended since the date of the certification thereto furnished pursuant to clause (i) above, and (D) as to the incumbency and specimen signature of each officer (or member or partner, where applicable) of such Material Loan Party executing such of the Loan Documents to which such Material Loan Party is intended to be a party and each other document to be delivered by such Material Loan Party from time to time in connection therewith (and the Administrative Agent and each Lender may conclusively rely on such certificate until it receives notice to the contrary in writing from such Material Loan Party); and
(iii) for each Material Loan Party, a certificate of another officer (or member or partner, where applicable) of such Material Loan Party, dated the Restatement Effective Date, as to the incumbency and specimen signature of the Secretary or Assistant Secretary, as the case may be, of such Material Loan Party;
(b) The Administrative Agent shall have received a favorable written opinions the Security Documents, or reaffirmation agreements in respect thereof, duly executed by each of the intended parties thereto, together with:
(addressed to i) such appropriately completed copies of Uniform Commercial Code financing statements as the Administrative Agent or any Lender shall have requested covering the Collateral described therein;
(ii) documents for recordation and filing of or with respect to such Security Documents that the Lenders and Administrative Agent or any Lender may deem reasonably necessary or desirable in order to perfect the Liens created thereby; and
(iii) completed Perfection Certificates dated the Restatement Effective DateDate and signed by an executive officer of the Borrower or a Financial Officer, together with all attachments contemplated thereby.
(c) The Administrative Agent shall have received a legal opinion of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English lawLLP, covering such matters relating to special counsel for the Loan Parties, in substantially the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent form of Exhibit K-1 and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance otherwise reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable Initial Lenders and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) ▇▇▇▇▇▇ ▇. ▇▇▇▇, General Counsel of Allied Waste, in substantially the applicable organization document, as attached thereto, form of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery Exhibit K-2 and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior otherwise reasonably satisfactory to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Initial Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.;
Appears in 1 contract
Restatement Effective Date. The obligations Notwithstanding any other provision hereof, the right of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder recovery against each Guarantor under Section 2 hereof shall not become effective until exceed $1.00 less than the date on lowest amount which each of would render such Guarantor’s obligations under Section 2 hereof void or voidable under applicable law, including, without limitation, fraudulent conveyance law. To effectuate the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) shall have received (i) from the Administrative Agentforegoing intention, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated Guarantors hereby irrevocably agree that the Restatement Effective Date) Obligations of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for each Guarantor under the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating guarantee set forth in Section 2 hereof at any time shall be limited to the Loan Parties, maximum amount as will result in the Loan Documents Obligations of such Guarantor under the guarantee set forth in Section 2 hereof not constituting a fraudulent transfer or conveyance after giving full effect to the Transactions as liability under the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent guarantee set forth in Section 2 hereof and its consolidated Subsidiaries through related contribution rights but before taking into account any liabilities under any other guarantee by such Guarantor. To the 2021 fiscal year.
(f) The Administrative Agent extent that any Guarantor shall have received, at least 3 Business Days prior be required hereunder to pay any portion of any guaranteed obligation exceeding the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): greater of (a) a good standing certificate the amount of the value actually received by such Guarantor and its Subsidiaries (or analogous documentation if applicable and customaryother than the Borrower) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in Loans and such jurisdiction other obligations and (b) a certificate the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the Secretary or Assistant Secretary guaranteed obligations (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to excluding the charter document of such Loan Party, as attached thereto and as certified as a recent date amount thereof repaid by the Secretary of State (or analogous Governmental Authority if Borrower) in the same proportion as such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect Guarantor’s net worth on the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors on such date, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such certificationexcess, (iii) resolutions or written consents of pro rata, based on the governing body respective net worth of such Loan Party authorizing other Guarantors on such date. For purposes of determining the executionnet worth of any Guarantor in connection with the foregoing, delivery all guarantees of such Guarantor other than the guarantee under Section 2 hereof will be deemed to be enforceable and performance payable after the guarantee under Section 2 hereof. To the fullest extent permitted by applicable law, this Section 2.1(b) shall be for the benefit solely of creditors and representatives of creditors of each Loan Document to which it is a party Guarantor and (iv) not for the names and true signatures benefit of such Guarantor or the incumbent officers holders of each Loan Party authorized to sign the Loan Documents to which it is a party, and (any equity interest in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreementsuch Guarantor.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.
Appears in 1 contract
Sources: Third Amendment Agreement (KAR Auction Services, Inc.)
Restatement Effective Date. The Without affecting the rights of the Borrower or any Subsidiary hereunder at all times prior to the Restatement Effective Date, the amendment and restatement of the Original Agreement in the form hereof and the obligations of the Lenders to make Loans and acquire participations in Letters of Credit and Swingline Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The conditions set forth in Sections 3(d) and 4 of the Second Amendment shall have been satisfied.
(b) The Administrative Agent (or its counsel) shall have received (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) each party hereto a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinionsparty.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent Agents shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses other amounts due and payable on or prior to the Restatement Effective Date to the Administrative AgentDate, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documentsincluding, to the extent invoiced at least two Business Days prior invoiced, reimbursement or payment of all out-of-pocket expenses (including fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party hereunder (including under the Original Agreement) or under any other Senior Loan Document.
(d) The Collateral and Guarantee Requirement shall have been satisfied and the Administrative Agent shall have received a completed Perfection Certificate dated the Restatement Effective Date. Date and signed by an executive officer or Financial Officer of the Borrower, together with all attachments contemplated thereby, including the results of a Lien search in scope satisfactory to the Collateral Agents made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent shall notify that the Company and Liens indicated by such financing statements (or similar documents) are permitted by Section 6.02 or have been released; provided, however, that in the Lenders case of Loan Parties in respect of which Lien searches were performed in connection with the closing of the Restatement Effective DateOriginal Agreement, and such notice Lien searches shall be conclusive and binding.limited to updates of the Lien searches previously
Appears in 1 contract
Sources: Credit Agreement (Rite Aid Corp)
Restatement Effective Date. The obligations effectiveness of this Agreement is subject to the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions:
(a) The Administrative Agent (or its counsel) shall have received from Lenders constituting the Required Lenders (i) from under and as defined in the Original Credit Agreement), the Administrative Agent, the CompanyBorrowers, Sterling Treasuryeach Term A Lender, Sterling Jewelers Inc.each Term B Lender, the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) each Revolving Facility Lender and the Lenders identified on Schedule 2.01 each Issuing Bank either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed such copies of amendments to the Loan Documents as may be requested by the Administrative Agent in connection with the transactions contemplated by the Restatement to ensure the continued validity, enforceability and priority of the Lenders Loan Documents after giving effect to the Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and dated other documents as the Administrative Agent may have reasonably requested in connection therewith.
(c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid.
(d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Lender party to this Agreement on the Restatement Effective Date equal to (i) 0.05% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date up to the aggregate principal amount of “Term A Loans” and “Revolving Facility Commitments” if any, held by such Lender immediately prior to the Restatement Effective Date and (ii) 0.25% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date in excess of the amount described in subclause (i) above.
(e) The Administrative Agent shall have received (or be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date) ), on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinion of (i) WeilP▇▇▇, Gotshal Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Taylors in association with Walkers, Bermuda counsel for the Loan Parties, (iii) M▇▇▇▇ ▇▇▇▇▇ JSM, M▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Islands counsel for the ParentLoan Parties, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇G▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, Bahamas counsel for the Loan Parties, and (v) C▇▇▇▇ as & Co, maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to matters of English laweach Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party,
(ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),
(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,
(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date,
(v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and
(vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party;
(g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Company and a solvency certificate signed by a Financial Officer of the Co-Borrower.
(h) The elements of the Collateral and Guarantee Requirement required to be satisfied on or prior to the Restatement Effective Date (or promptly after the Restatement Effective Date, as applicable) with respect to the Specified Additional Subsidiary Guarantor and the Specified Additional Vessel shall have been satisfied and the Administrative Agent shall have received the results of a search of Uniform Commercial Code (or equivalent) filings made with respect to each Loan Party in Washington, D.C., the State of Florida, the jurisdiction in which such Loan Party is formed and existing and lien searches of any other office or jurisdiction in which the Collateral Agent determines it would be advisable to conduct such a search, including tax and judgment lien searches and United States Patent and Trademark Office and United States Copyright Office searches, each as of a recent date and listing all effective financing statements, lien notices or other comparable documents that name any Loan Party as debtor, together with copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been released; provided that, notwithstanding the terms of this Section 4.02(h) and Section 4.02(k), to the extent any security interest in the intended Collateral or any deliverable related to the perfection of security interests in the intended Collateral (other than (A) execution and delivery of the Additional Subsidiary Guarantor Accession Supplement to be delivered by the Specified Additional Subsidiary Guarantor, (B) execution and delivery of the Subsidiary Guarantor Pledge Agreement to be delivered by the holder of Equity Interests of the Specified Additional Subsidiary Guarantor (and, if required under the applicable governing law, the Specified Additional Subsidiary Guarantor), (C) any Collateral the security interest in which may be perfected by the filing of a Uniform Commercial Code financing statement, the registration or recording of a Vessel Mortgage with respect to the Specified Additional Vessel in the appropriate ship registry, or (D) the delivery of stock certificates or other instruments representing Equity Interests of the Specified Additional Subsidiary Guarantor) is not able to be provided on the Restatement Effective Date after the Company’s use of commercially reasonable efforts to do so, such requirements may be satisfied after the Restatement Effective Date in accordance with Section 5.10.
(i) JPMorgan Chase Bank, N.A. shall have received all fees payable thereto or to any Lender on or prior to the Restatement Effective Date and, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, A▇▇▇▇▇▇ (Bermuda) Limited, H▇▇▇▇ & J▇▇▇▇▇▇ and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.
(j) The Lenders shall have received, at least 3 three Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, reasonably Act that has been requested by the Administrative Agent in writing at least 10 days ten Business Days prior to the Restatement Effective Date.
(gk) The Administrative Collateral Agent shall have received (or shall be reasonably satisfied that it will receive promptly after the funding of Loans on the Restatement Effective Date), with respect to the Specified Additional Vessel:
(i) evidence that the Vessel Mortgage has been duly executed and delivered by the Specified Additional Subsidiary Guarantor and duly registered in form accordance with the laws of the appropriate ship registry and substance reasonably such other evidence that the Collateral Agent may deem necessary in order to create a valid first priority ship mortgage or first preferred ship mortgage and subsisting Lien securing the Obligations on the Specified Additional Vessel in favor of the Collateral Agent for the benefit of the Secured Parties and that all registration fees in connection therewith have been duly paid;
(ii) a Transcript of Register or Certificate of Ownership and Encumbrance issued by the appropriate ship registry stating that the Specified Additional Vessel is owned by the Specified Additional Subsidiary Guarantor and that there are of record no liens or other encumbrances on the Specified Additional Vessel except the Vessel Mortgage in favor of the Collateral Agent and other Permitted Liens;
(iii) a copy of a certificate duly issued by the Classification Society to the effect that the Specified Additional Vessel has received the highest classification and rating for vessels of the same age and type, and is free of all overdue recommendations and notations of the Classification Society;
(iv) evidence of insurance in respect of the Specified Additional Vessel naming the Collateral Agent, for the benefit of the Secured Parties, as loss payee under property and casualty coverages, and, with respect to liability coverages, evidence that the relevant protection and indemnity club has made a loss payable endorsement to such coverages as required in the relevant Security Documents, in each case with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is specified in Section 5.02 or otherwise required pursuant to the relevant Security Documents, together with the letters of undertaking required by the relevant Security Documents;
(v) copies of the DOC and SMC referred to in clause (a) of the definition of “ISM Code Documentation,” for the Specified Additional Vessel certified as true and in effect by the Specified Additional Subsidiary Guarantor; and (y) copies of such ISM Code Documentation for the Specified Additional Vessel as the Administrative Agent may by written notice to the Company request no later than two Business Days before the Restatement Effective Date, certified as true and complete in all material respects by the Specified Additional Subsidiary Guarantor; and
(vi) a copy of the International Ship Security Certificate for the Specified Additional Vessel issued under the ISPS Code, certified as true and in effect by the Specified Additional Subsidiary Guarantor. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) Lenders unless an officer of the jurisdiction of its organization, to Administrative Agent responsible for the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date transactions contemplated by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct received notice from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or such Lender prior to the Restatement Effective Date specifying its objection thereto and such Lender shall not have made available to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders such Lender’s ratable portion of the Restatement Effective Date, and such notice shall be conclusive and bindinginitial Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Restatement Effective Date. The obligations amendment and restatement of the Lenders Original Credit Agreement as set forth in Section 2 hereof, and the amendment and restatement of Exhibit A to make Loans the Original Credit Agreement as set forth in Section 2 hereof, shall be effective on such date after the Amendment Agreement Effective Date and on or prior to May 11, 2009 (the “Termination Date”) as shall have been specified by the Borrower to the Administrative Agent in a telephonic or written notice (such date, subject to the satisfaction or waiver of the conditions set forth below, being referred to as the “Restatement Effective Date”); provided that the following conditions shall have been satisfied as of such date (or waived by an agreement in writing entered into by the Administrative Agent, the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which Agent, each of the following conditions is satisfied (or waived in accordance with Section 9.02Issuing Bank, each New Revolving Lender and each Extending Revolving Lender):
(a) The Administrative Agent (or its counsel) the Borrower shall have received (i) from established the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) ▇▇ ▇▇▇▇ Collateral Account and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid deposited, or substantially concurrently with the consummation of the transactions referred to in Section 3 hereof shall deposit, into the ▇▇ ▇▇▇▇ Collateral Account an amount in cash equal to 105.00% of the aggregate LC Exposure of all the Issuing Banks as of the Restatement Effective Date;
(and all accrued interest and fees in respect thereof b) the Borrower shall have been paid) and all commitments in respect , or substantially concurrently with the consummation of the Existing Credit Agreement transaction referred to in Section 3 hereof shall have been terminatedpay, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice amounts required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made paid by it on the Restatement Effective Date.Date pursuant to Section 3 hereof;
(bc) The the representations and warranties of the Borrower set forth in Section 6 hereof shall be true and correct as of the Restatement Effective Date, and the Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and certificate, dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for Date and signed by the Parent, (iii) an opinion chief executive officer or a Financial Officer of the general counsel of Sterling Inc.Borrower, an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English lawconfirming the accuracy thereof, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent which shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (be in form and substance reasonably satisfactory to the Administrative Agent): ;
(a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (iid) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds for account of the initial funding New Revolving Lenders and Extending Revolving Lenders (including the Specified Revolving Lenders) entitled thereto, the Restatement Effective Date Fees required to be paid pursuant to Section 11(b) hereof and the Ticking Fees required to be paid pursuant to Section 11(c) hereof;
(e) the Administrative Agent shall have received all amounts due and payable to the Administrative Agent on or prior to the Restatement Effective Date pursuant to the Loan Documents, including reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the LoansBorrower hereunder or under any other Loan Document, and the Administrative Agent and its Affiliates, and the applicable Lenders, shall have received all fees and expenses amounts due and payable on or prior to the Restatement Effective Date pursuant to certain fee letter agreements entered into in connection with this Amendment and the transactions contemplated hereby, including reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower pursuant to such letter agreements;
(f) each Subsidiary Loan Party shall have entered into a Reaffirmation Agreement in form and substance reasonably satisfactory to the Administrative Agent; and
(g) notwithstanding the notice requirements set forth in Section 5.11 of the Original Credit Agreement, Lead Arrangers if any Subsidiary has been formed or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days acquired within 10 days prior to the Restatement Effective Date. , the Borrower shall have notified the Administrative Agent of any such formation or acquisition; and the Administrative Agent shall notify the Company and the Lenders of have received a certificate, dated the Restatement Effective Date and signed by the chief executive officer or a Financial Officer of the Borrower, to such effect. It is agreed that, in the event any New Revolving Lender or any Extending Revolving Lender shall have failed on the date specified by the Borrower as set forth above to purchase or make any Loan required to be purchased or made by it pursuant to Section 3 hereof on such date if such date were the Restatement Effective Date (any such failure being referred to as a “Lender Default”; and any such New Revolving Lender or any such Extending Revolving Lender being referred to as a “Defaulting New Revolving Lender” or a “Defaulting Extending Revolving Lender”), then, unless agreed to otherwise in writing by the Borrower, the Administrative Agent, the Issuing Banks Agent, each Issuing Bank, each New Revolving Lender (other than any Defaulting New Revolving Lender) and each Extending Revolving Lender (other than any Defaulting Extending Revolving Lender), such date shall not, whether or not the conditions set forth above shall have been satisfied or waived, be deemed to be the “Restatement Effective Date” for all purposes of this Amendment (other than for purposes of determining liability, and if any, of such notice Defaulting New Revolving Lender or such Defaulting Extending Revolving Lender to the Borrower on account of such failure); provided, however, that if, within three Business Days of such date, one or more Replacement Revolving Lenders (as defined below) shall have made and/or purchased the Loans that are the subject of all the Lender Defaults, then, subject to the satisfaction or waiver of the conditions set forth above, the date of such making or purchase of the Loans shall be conclusive the “Restatement Effective Date”. The Administrative Agent shall promptly notify all the Extending Revolving Lenders and bindingall the New Revolving Lenders of any Lender Default, and, to the extent necessary to give effect to this paragraph, the Termination Date shall be extended by not more than three Business Days.
Appears in 1 contract
Sources: Credit Agreement (Blockbuster Inc)
Restatement Effective Date. The obligations effectiveness of this Agreement is subject to the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each satisfaction of the following conditions is satisfied (or waived in accordance with Section 9.02):conditions:
(a) The Administrative Agent (or its counsel) shall have received from Lenders constituting the Required Lenders (i) from under and as defined in the Original Credit Agreement), the Administrative Agent, the CompanyBorrowers, Sterling Treasuryeach Term A Lender , Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) each Revolving Facility Lender and the Lenders identified on Schedule 2.01 each Issuing Bank either (Ai) a counterpart of this Agreement signed on behalf of such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, electronic means transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received such copies of amendments to the Loan Documents as may be requested by the Administrative Agent in connection with the transactions contemplated by the Restatement to ensure the continued validity, enforceability and priority of the Loan Documents after giving effect to the Restatement as may have been reasonably requested by the Administrative Agent together with such opinions of counsel, certificates, and other documents as the Administrative Agent may have reasonably requested in connection therewith.
(c) All accrued interest and fees payable hereunder through the Restatement Effective Date shall have been paid.
(d) The Administrative Agent shall have received from the Company an upfront fee payable for the account of each Lender party to this Agreement on the Restatement Effective Date equal to (i) 0.20% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date up to the aggregate principal amount of “Term A Loans” and “Revolving Facility Commitments” if any, held by such Lender immediately prior to the Restatement Effective Date and (ii) 0.30% of the aggregate principal amount of such Lender’s Term A Loan Commitment and Revolving Facility Commitment on the Restatement Effective Date in excess of the amount described in subclause (i) above.
(e) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) opinion of (i) WeilP▇▇▇, Gotshal Weiss, Rifkind, W▇▇▇▇▇▇ & G▇▇▇▇▇▇▇ LLP, special counsel for the Loan Parties, (ii) Walkers Global, Bermuda counsel for the Loan Parties, (iii) C▇▇▇▇ & Co, M▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Islands counsel for the ParentLoan Parties, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇G▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇, Bahamas counsel for the Loan Parties, and (v) C▇▇▇▇ as & Co, maritime counsel for the Loan Parties, in each case (A) dated the Restatement Effective Date, (B) addressed to matters of English laweach Issuing Bank, the Administrative Agent, the Collateral Agent and the Lenders and (C) in form and substance reasonably satisfactory to the Administrative Agent and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Restatement Effective Date and certifying:
(i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) if available from an official in such jurisdiction, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, or (2) otherwise certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party,
(ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),
(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Restatement Effective Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,
(iv) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or equivalent governing body) of such Loan Party (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Restatement Effective Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Restatement Effective Date,
(v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and
(vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party;
(g) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Company and a solvency certificate signed by a Financial Officer of the Co-Borrower.
(h) JPMorgan Chase Bank, N.A. shall have received all fees payable thereto or to any Lender on or prior to the Restatement Effective Date and, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, all other amounts due and payable pursuant to the Loan Documents on or prior to the Restatement Effective Date, including, to the extent invoiced at least three Business Days prior to the Restatement Effective Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable and documented fees, charges and disbursements of C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP and W▇▇▇▇▇, ▇▇▇▇▇▇ & W▇▇▇▇▇▇▇ LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document.
(i) The Lenders shall have received, at least 3 three Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, reasonably Act that has been requested by the Administrative Agent in writing at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two ten Business Days prior to the Restatement Effective Date. For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall notify the Company and the Lenders of have received notice from such Lender prior to the Restatement Effective Date, Date specifying its objection thereto and such notice Lender shall be conclusive and bindingnot have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.
Appears in 1 contract
Sources: Credit Agreement (Norwegian Cruise Line Holdings Ltd.)
Restatement Effective Date. The obligations (a) This Agreement shall become effective on the date (the “Restatement Effective Date”) on which (i) Holdings, Trico Subsea Holding, the Borrowers, the Administrative Agent and each of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) The Administrative Agent (or its counsel) party hereto shall have received signed a counterpart hereof (i) from whether the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreementsame or different counterparts) and shall have delivered the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory same to the Administrative Agent or, in the case of the Lenders, shall have given to the Administrative Agent telephonic (which may include confirmed in writing), written or facsimile notice (actually received) at such office that the sending, by Electronic Communication, of a same has been signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, and mailed to it and (ii) reasonably satisfactory evidence the conditions set forth in Section 5 are met (or waived) to the reasonable satisfaction of the Administrative Agent and the Lenders. Unless the Administrative Agent has received actual notice from any Lender that all Existing Revolving Loans the conditions contained in Section 5 have not been met (or waived) to such Lender’s reasonable satisfaction, upon the satisfaction of the condition described in clause (i) of the immediately preceding sentence and upon the Administrative Agent’s good faith determination that the conditions described in clause (ii) of the immediately preceding sentence have been met, then the Restatement Effective Date shall have been repaid (deemed to have occurred and all accrued interest conditions contained in Section 5 shall be deemed satisfied or waived by the Administrative Agent and fees in respect thereof shall have been paid) each Lender. The Administrative Agent will give the Borrower and all commitments in respect each Lender prompt written notice of the Existing occurrence of the Restatement Effective Date. It is hereby acknowledged and agreed from and after the Restatement Effective Date, all references in the Credit Agreement and each of the other Loan Documents to the Original Shipping Credit Agreement and/or the Original Subsea Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of be deemed to be references to the Guaranty signed on behalf of each Subsidiary Guarantor and Original Shipping Credit Agreement and/or the Administrative Agent. By executing this Original Subsea Credit Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made applicable, as modified hereby on the Restatement Effective Date.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Parent, (iii) an opinion Each of the general counsel Borrowers hereby ratifies and reaffirms all of Sterling Inc.its payment and performance obligations, an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as contingent or otherwise, with respect to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents Existing Loans to which it is a party. This Agreement represents an amendment and restatement of the Original Credit Agreements, and (in not a novation of the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit obligations and liabilities under the Original Credit Agreement.
(h) Agreements or evidence of payment or discharge of all or any of the obligations or liabilities under the Original Credit Agreements. The Administrative Agent execution of this Agreement shall have receivednot operate as a novation, waiver of any right, power, or have been authorized to deduct from the proceeds remedy nor constitute a waiver of any provision of any of the initial funding of the LoansOriginal Credit Agreements, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and bindingexcept as expressly set forth herein.
Appears in 1 contract
Restatement Effective Date. The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) On the Restatement Effective Date, the Original Credit Agreement shall be amended and restated in its entirety by this Agreement. The Administrative Agent (or its counsel) shall have received parties hereto acknowledge and agree that (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., this Agreement and the other GuarantorsLoan Documents, Parentwhether executed and delivered in connection herewith or otherwise, do not constitute a novation or repayment and reborrowing of the Required Lenders (Loans and other obligations under the Original Credit Agreement or the other Loan Documents as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory effect prior to the Administrative Agent (Restatement Effective Date and which may include remain outstanding as of the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this AgreementRestatement Effective Date, (ii) reasonably satisfactory evidence that the Loans and other obligations under the Original Credit Agreement and the Security Documents are in all Existing Revolving Loans shall have been repaid respects continuing (as amended and restated hereby and which are in all accrued interest and fees in respect thereof shall have been paidrespects hereinafter subject to the terms herein) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (the liens and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (security interests as defined in the Existing Credit Agreement) granted under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment applicable Loan Documents securing payment of Existing Revolving such Loans and Existing Term Loans other obligations are in all respects continuing (without interruption) and the termination of all commitments in respect thereof to be made on the Restatement Effective Datefull force and effect and are reaffirmed hereby.
(b) The Administrative Agent shall have received a favorable written opinions (addressed to the Administrative Agent On and the Lenders and dated after the Restatement Effective Date) of , (i) Weilall references to the Original Credit Agreement or the Credit Agreement in the Loan Documents (other than this Agreement) shall be deemed to refer to the Original Credit Agreement, Gotshal & ▇▇▇▇▇▇ LLPas amended and restated hereby, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇all references to any section (or subsection) of the Original Credit Agreement or the Credit Agreement in any Loan Document (but not herein) shall be amended to become, counsel for mutatis mutandis, references to the Parent, corresponding provisions of this Agreement and (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions except as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have receivedcontext otherwise provides, at least 3 Business Days prior to on or after the Restatement Effective Date, all documentation references to this Agreement herein (including for purposes of indemnification and reimbursement of fees) shall be deemed to be reference to the Original Credit Agreement as amended and restated hereby.
(c) This amendment and restatement is limited as written and is not a consent to any other information required amendment, restatement or waiver or other modification, whether or not similar and, except as expressly provided herein or in any other Loan Document, all terms and conditions of the Loan Document remain in full force and effect unless otherwise specifically amended hereby or by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including any other Loan Document.
(d) Except to the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to extent specifically amended on the Restatement Effective Date, this amendment and restatement shall not alter, modify or in any way amend the schedules and exhibits to the Original Credit Agreement (and such schedules and exhibits shall continue to be schedules and exhibits hereto).
(ge) The Administrative Agent shall have received (in form and substance reasonably satisfactory to For the Administrative Agent): (a) a good standing certificate (avoidance of doubt, any Default or analogous documentation if applicable and customary) for each Loan Party from the Secretary Event of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit Default that occurred under the Original Credit Agreement.
(h) The Administrative Agent shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or Agreement prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to and is continuing on the Restatement Effective Date. Administrative Agent Date shall notify the Company and the Lenders constitute a Default or Event of the Restatement Effective DateDefault, and such notice shall be conclusive and bindingas applicable, under this Agreement.
Appears in 1 contract
Sources: Revolving Loan Facility Credit Agreement (Central European Media Enterprises LTD)
Restatement Effective Date. The obligations Restated Credit Agreement shall become effective as of the Lenders to make Loans and of date (the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date “Restatement Effective Date”) on which each of the following conditions is have been satisfied (or waived in accordance with pursuant to Section 9.0210.1 of the Existing Credit Agreement):
(a) The the Amendment Effective Date shall have occurred;
(b) the Administrative Agent (or its counsel) shall have received (i) a certificate from the chief financial officer of the Borrower, dated as of the Restatement Effective Date and in form and substance reasonably acceptable to the Administrative Agent, certifying that the CompanyBorrower and its subsidiaries, Sterling Treasury, Sterling Jewelers Inc., on a consolidated basis after giving effect to the Bioventus IPO Transactions and the other Guarantorstransactions contemplated thereby, Parent, the Required Lenders are solvent;
(as defined in the Existing Credit Agreementc) and the Lenders identified on Schedule 2.01 either (Ai) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement, (ii) shall have received evidence reasonably satisfactory evidence to it that all Existing Revolving the Second Lien Loans shall have been repaid (or shall be repaid substantially contemporaneously), together with accrued interest, and all accrued interest commitments, security interests and fees guarantees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement connection therewith shall have been terminated, and (iiiii) reasonably satisfactory evidence that all Existing Term Loans after giving effect to the consummation of the Bioventus IPO Transactions, none of the Borrower nor any of its Subsidiaries shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of any material third-party Indebtedness for borrowed money other than the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) Indebtedness incurred under the Existing Restated Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment (it being understood that capital lease obligations and contingent consideration shall not constitute “Indebtedness for borrowed money” for purposes of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made this clause (c));
(d) on the Restatement Effective Date., the Bioventus IPO shall have been consummated and yielded Net Cash Proceeds of at least $100,000,000 and such Net Cash Proceeds shall have been contributed to the Borrower as a capital contribution or as consideration for the issuance of additional membership interests;
(be) The Administrative Agent shall have received a favorable written opinions as of the Pricing Date (addressed to the Administrative Agent and the Lenders and dated the Restatement Effective Date) of as defined below), (i) Weilthe Borrower shall be in compliance, Gotshal & ▇▇▇▇▇▇ LLPon a pro forma basis after giving effect to the Bioventus IPO Transactions, with the financial covenants contained in the Restated Credit Agreement, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇all of the representations and warranties made by any Loan Party in the Loan Documents (including, counsel for the Parentavoidance of doubt, the Restated Credit Agreement) shall be true and correct in all material respects and (iii) an opinion no Default or Event of the general counsel Default shall have occurred and be continuing; for purposes of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ as to matters of English law, covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
this clause (e) The Administrative Agent ), “Pricing Date” shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since mean the date of on which the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent Bioventus IPO shall have received, or have been authorized to deduct from the proceeds of the initial funding of the Loans, all fees and expenses due and payable on or prior to the Restatement Effective Date to the Administrative Agent, Lead Arrangers or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and binding.price;
Appears in 1 contract
Restatement Effective Date. The obligations amendment and restatement of this Agreement in the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder form hereof shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.0210.02):
(a) The Administrative Agent (or its counsel) shall have received received, with a counterpart or copy for each Lender, from each party hereto either (i) from the Administrative Agent, the Company, Sterling Treasury, Sterling Jewelers Inc., the other Guarantors, Parent, the Required Lenders (as defined in the Existing Credit Agreement) and the Lenders identified on Schedule 2.01 either (A) a counterpart of this Agreement signed on behalf of each such party or (Bii) written evidence satisfactory to the Administrative Agent (which may include the sending, by Electronic Communication, telecopy transmission of a signed signature page of this Agreement) that each such party has signed a counterpart of this Agreement, (ii) reasonably satisfactory evidence that all Existing Revolving Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid) and all commitments in respect of the Existing Credit Agreement shall have been terminated, (iii) reasonably satisfactory evidence that all Existing Term Loans shall have been repaid (and all accrued interest and fees in respect thereof shall have been paid), and (iv) counterparts of the Guaranty signed on behalf of each Subsidiary Guarantor and the Administrative Agent. By executing this Agreement, the Required Lenders (as defined in the Existing Credit Agreement) under the Existing Credit Agreement waive any prepayment prior notice required to be delivered pursuant to the terms thereof with respect to the prepayment of Existing Revolving Loans and Existing Term Loans and the termination of all commitments in respect thereof to be made on the Restatement Effective Date.
(b) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of the Transactions and any other legal matters relating to the Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory to the Administrative Agent and its counsel.
(c) The Administrative Agent shall have received, with a counterpart or copy for each Lender, a certificate, dated the Restatement Effective Date, of a responsible officer of the Company confirming as of the Restatement Effective Date (i) the accuracy of all representations and warranties in the Loan Documents and (ii) that there exists no Default, in each such case after giving effect to the Transactions that are to occur on the Restatement Effective Date and to the Blue Falcon Acquisition.
(d) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Restatement Effective Date in connection with the transactions contemplated hereby, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses agreed to be reimbursed or paid by any Loan Party.
(e) All Loans outstanding under the Existing Credit Agreement on the Restatement Effective Date shall have been prepaid (subject to reborrowing on the terms set forth herein) and all interest and fees accrued to the Restatement Effective Date under the Existing Credit Agreement shall have been paid.
(f) The Guarantee Requirement shall be satisfied after giving effect to the Blue Falcon Acquisition, and each subsidiary that is a Subsidiary Guarantor immediately prior to the Restatement Effective Date shall have executed and delivered to the Administrative Agent an instrument reasonably satisfactory to the Administrative Agent reaffirming its obligations under the Subsidiary Guarantee Agreement.
(g) The Administrative Agent shall have received a favorable written opinions opinion (addressed to the Administrative Agent Agent, the Issuing Banks and the Lenders and dated the Restatement Effective Date) of each of (i) Weil, Gotshal & ▇▇▇▇▇▇ LLP, (ii) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & ▇▇., General Counsel of the Company, substantially in the form of Exhibit ▇-▇, (▇▇) ▇▇▇▇▇▇▇▇▇ ▇▇, Swiss counsel for the ParentLoan Parties, substantially in the form of Exhibit G-2, (iii) an opinion of the general counsel of Sterling Inc., an Ohio corporation and (iv) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ , Canadian counsel for the Loan Parties, substantially in the form of Exhibit G-3, and (iv) such special and local counsel as to matters of English lawmay be required by the Administrative Agent, in each case covering such matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Company hereby requests such counsels to deliver such opinions.
(c) [Reserved].
(d) [Reserved].
(e) The Administrative Agent shall have received annual projections for the Parent and its consolidated Subsidiaries through the 2021 fiscal year.
(f) The Administrative Agent shall have received, at least 3 Business Days prior to the Restatement Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, reasonably requested by the Administrative Agent at least 10 days prior to the Restatement Effective Date.
(g) The Administrative Agent shall have received (in form and substance reasonably satisfactory to the Administrative Agent): (a) a good standing certificate (or analogous documentation if applicable and customary) for each Loan Party from the Secretary of State (or analogous Governmental Authority) of the jurisdiction of its organization, to the extent generally available in such jurisdiction and (b) a certificate of the Secretary or Assistant Secretary (or equivalent officer or director) of each Loan Party certifying (i) there have been no changes to the charter document of such Loan Party, as attached thereto and as certified as a recent date by the Secretary of State (or analogous Governmental Authority if such certification is available and customary) of the jurisdiction of its organization, since the date of the certification thereof by such Governmental Authority, (ii) the applicable organization document, as attached thereto, of such Loan Party as in effect on the date of such certification, (iii) resolutions or written consents of the governing body of such Loan Party authorizing the execution, delivery and performance of each Loan Document to which it is a party and (iv) the names and true signatures of the incumbent officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or issuance of a Letter of Credit under the Credit Agreement.
(h) The Administrative Agent shall have receivedreceived all documentation and other information related to each Loan Party reasonably required by the Administrative Agent and each Lender under applicable “know your customer” or similar rules and regulations, or including the USA PATRIOT Act.
(i) The Blue Falcon Acquisition shall have been authorized consummated or shall be consummated substantially concurrently with the effectiveness of this Agreement in all material respects in accordance with the terms set forth in the Stock Purchase Agreement without giving effect to deduct from amendments, waivers, consents by the proceeds Company or its affiliates or other modifications that are materially adverse to the Administrative Agent or the Lenders without the consent of the initial funding Administrative Agent (such consent not to be unreasonably withheld, delayed or conditioned, the Administrative Agent hereby agreeing to respond promptly to any request for such a consent) it being agreed that (i) any increase or decrease in the “Initial Purchase Price” set forth in the Stock Purchase Agreement in excess of 10% in the Loansaggregate shall be deemed to be materially adverse to the Administrative Agent and the Lenders and (ii) any such increase or decrease of 10% or less in the aggregate shall be deemed not to be materially adverse to the Administrative Agent or the Lenders). Notwithstanding any other provision of this Agreement, all fees and expenses due and payable on or prior to if the Restatement Effective Date shall not have occurred by the Termination Date, this Agreement shall cease to the Administrative Agent, Lead Arrangers be of any force or Lenders, in each case, pursuant to the Loan Documents, to the extent invoiced at least two Business Days prior to the Restatement Effective Date. Administrative Agent shall notify the Company effect and the Lenders of the Restatement Effective Date, and such notice shall be conclusive and bindingExisting Credit Agreement will continue in effect in its existing form.
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Sources: Revolving Credit Facility Agreement (Albany International Corp /De/)