Amendment Effectiveness. This Amendment shall become effective as of the first date (the “First Refinancing Amendment Effective Date”) on which the following conditions have been satisfied:
(a) The Administrative Agent and the First Refinancing Amendment Arranger (or their counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Term B Lender and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The conditions to the making of the Term B Loans set forth in Section 1.02(g) hereof (other than clause (vii) thereof) shall have been satisfied.
(c) The Borrower shall have obtained Term B Commitments in an aggregate amount equal to $1,371,562,500. The Borrower shall have paid in full, or substantially concurrently with the satisfaction of the other conditions precedent set forth in this Section 1.04 shall pay in full (i) all of the Original Term Loans (giving effect to any First Refinancing Conversion thereof), (ii) all accrued and unpaid fees and interest with respect to the Original Term Loans (including any such Original Term Loans that will be converted to Term B Loans on the First Refinancing Amendment Effective Date) and (iii) to the extent invoiced, any amounts payable to the Persons that are Exiting Term Lenders immediately prior to the First Refinancing Amendment Effective Date pursuant to Section 2.16 of the Credit Agreement, such payments to be made with the cash proceeds of the Term B Loans to be made on the First Refinancing Amendment Effective Date and other funds available to the Borrower.
(d) The Administrative Agent and the First Refinancing Amendment Arranger shall have received, in immediately available funds, payment or reimbursement of all costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least one Business Day prior to the First Refinancing Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent and the First Refinancing Amendment Arranger.
(e) The Borrower shall have paid to the First Refinancing Amendment Arranger the fees in the amounts previously agreed in writing to be received on the First Amendment
Amendment Effectiveness. This Amendment shall become effective on and as of the first date on which the following conditions have been satisfied (such date, the “First Amendment Effective Date”):
Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Closing Date”) on which each of the following conditions have been satisfied:
(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, the Subsidiary Guarantors and Ventures Holdco (collectively, the “GCI Parties”), (ii) all Amendment Lenders and Required Lenders, (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment, and (iv) the Borrower, if requested by an Amendment Lender that the Loans made by such Lender be evidenced by a Note, an executed Note payable to such Lender.
(b) Immediately before and after giving effect to, on, as of, and at the time of, the Closing Date (i) the representations and warranties of each GCI Party set forth in the Loan Documents shall be true and correct in all material respects; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects, (ii) no Default shall or would exist, and (iii) the Administrative Agent shall have received a certificate of the Borrower dated the Closing Date to such effect, signed by a Responsible Officer of the Borrower.
(c) The Administrative Agent shall have received a certificate of each of the GCI Parties, dated the Closing Date, substantially in the form of Annex B hereto with appropriate insertions, executed by any officer (including the Secretary or any Assistant Secretary) of each such GCI Party.
(d) The Parent shall have made an equity contribution to the Borrower, in cash, in an amount not less than $50,000,000 (the “Contribution”).
(e) The Administrative Agent shall have received a certificate of the Senior Vice President/Finance of the Borrower, dated the Closing Date, in form and substance satisfactory to the Administrative Agent, certifying as to the pro forma compliance by the Borrower with the Financial Covenants under, and after giving effect to, the Contribution and the Sixth Amended and Restated Credit Agreement.
(f) T...
Amendment Effectiveness. This Amendment shall become effective on the date (the “Amendment No. 1 Effective Date”) on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower, Parent and the Required Lenders; and (b) the Administrative Agent shall have received all fees and reimbursement of all expenses required to be paid by the Borrower in connection with the transactions contemplated hereby.
Amendment Effectiveness. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:
(a) the Administrative Agent shall have received:
(i) an original counterpart of this Amendment, duly executed by the Borrower, the Administrative Agent, the Collateral Agent (solely with respect to effectiveness of Section 2), each Restricted Person and the Majority Lenders; and
(ii) a certificate signed by a Responsible Officer of the Borrower certifying that the representations and warranties of the Borrower set forth in Section 6 of this Amendment shall be true and correct; and
(b) the Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent to the extent invoiced at least one (1) day prior to the Amendment Effective Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the Amendment Effective Date (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent). The date on which such conditions have been satisfied (or waived) is referred to herein as the “Amendment Effective Date”.
Amendment Effectiveness. This Agreement, and the obligation of the New Lenders to fund Amended Loans or convert Existing Term B Loans into Amended Term B Loans shall become effective on February 2, 2018 (the “Effective Date”), upon the satisfaction of the following conditions:
(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) each Subsidiary Guarantor, (iv) each New Term A Lender, (v) each New Term B Lender, (vi) each New Revolving Lender and (vii) the Administrative Agent, either (x) counterparts of this Agreement signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Agreement;
(b) The Administrative Agent shall have received: (i) a copy of the Organization Documents, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State or other applicable Governmental Authority of its respective jurisdiction of organization; (ii) a certificate as to the good standing of each Loan Party, as of a recent date, from the Secretary of State or other applicable authority of its respective jurisdiction of organization and from each other state in which such Loan Party is qualified or is required to be qualified to do business; and (iii) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Effective Date and certifying (A) that the Organization Documents of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing from its jurisdiction of organization furnished pursuant to clause (ii) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Loan Party, as applicable, as in effect on the Effective Date and at all times since a date prior to the date of the resolutions described in clause (C) below; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which it is to be a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen sign...
Amendment Effectiveness. The Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received from (i) the Borrowers, (ii) Holdings, (iii) Lenders that constitute at least the Required Lenders and (iv) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment. The Administrative Agent shall notify the Borrowers and the Lenders of the Third Amendment Effective Date and such notice shall be conclusive and binding.
Amendment Effectiveness. The effectiveness of this Second Amendment shall be subject to the following conditions precedent:
(a) the Administrative Agent shall have received from (i) the Borrower and each other Credit Party and (ii) the Required Lenders, a duly executed and delivered counterpart of this Second Amendment signed on behalf of each such party;
(b) the representations and warranties of the Borrower and the other Credit Parties set forth in Section 2 hereof shall be true and correct on and as of the Second Amendment Effective Date and no Default or Event of Default shall have occurred and be continuing, and the Administrative Agent shall have received a certificate, dated the Second Amendment Effective Date and signed by a Authorized Officer of the Borrower, certifying the accuracy of such representations and warranties and the absence of a Default or Event of Default; and
(c) the Administrative Agent shall have received for its account or the account of each Lender entitled thereto all fees in connection with this Second Amendment agreed to prior to the Second Amendment Effective Date (including all fees agreed to pursuant to Section 4 below) and all amounts due and payable to the Administrative Agent and the Collateral Agent on or prior to the Second Amendment Effective Date pursuant to the Credit Documents, including, to the extent invoiced at least 2 Business Days prior to the Second Amendment Effective Date, reimbursement of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by the Borrower or any other Credit Party hereunder or under any other Credit Document. The date on which such conditions have been satisfied (or waived) is referred to herein as the “Second Amendment Effective Date.”
Amendment Effectiveness. Sections 1.01 of this Amendment shall become effective as of the first date (the “Third Amendment Effective Date”) on which the following conditions have been satisfied or waived:
(a) The Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Holdings, (iii) the Required Revolving Lenders, (iv) each Issuing Bank and (v) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment.
(b) The Administrative Agent shall have received, in immediately available funds, payment or reimbursement of all reasonable and documented costs, fees, out-of-pocket expenses, compensation and other amounts then due and payable in connection with this Amendment, including, to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date, the reasonable fees, charges and disbursements of counsel for the Administrative Agent.
Amendment Effectiveness. This Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which the following conditions have been satisfied:
(a) the Administrative Agent (or its counsel) shall have received from (i) the Borrower, (ii) Required Lenders and (iii) the Administrative Agent, either (x) counterparts of this Amendment signed on behalf of such parties or (y) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmissions of signed signature pages) that such parties have signed counterparts of this Amendment;
(b) the Administrative Agent shall have received a Closing Certificate of the Borrower dated the Second Amendment Effective Date, in form and substance satisfactory to the Administrative Agent, with appropriate insertions and attachments (including the articles of incorporation and bylaws of the Borrower (or a certification that there have been no amendments thereto since August 3, 2015)), resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated by this Amendment and as to the incumbency of the officers executing this Amendment on behalf of the Borrower; and
(c) the Borrower shall have paid all fees and reimbursed all expenses as the Borrower shall have agreed to pay to the Administrative Agent on or prior to the Second Amendment Effective Date in connection with the negotiation, preparation, execution and delivery of this Amendment, including the reasonable fees and disbursements of its counsel.
